Senate Bill No. 424
(By Senators Minard and Jenkins)
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[Introduced March 3, 2009; referred to the Committee on Banking
and Insurance; and then to the Committee on Finance.]
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A BILL to amend and reenact §31A-4A-1, §31A-4A-2, §31A-4A-3 and
§31A-4A-4 of the Code of West Virginia, 1931, as amended, all
relating to the conversion of banks and other financial
institutions to a West Virginia state-chartered bank; and
expanding the law to allow charter types to use the conversion
statute.
Be it enacted by the Legislature of West Virginia:
That §31A-4A-1, §31A-4A-2, §31A-4A-3 and §31A-4A-4 of the Code
of West Virginia, 1931, as amended, be amended and reenacted, all
to read as follows:
ARTICLE 4A. CONVERSION OF OTHER FINANCIAL INSTITUTIONS TO STATE-
CHARTERED BANKS.
§31A-4A-1. Conversion of national bank into state bank authorized.
Any bank,
thrift or credit union organized under the laws of the United States
or any other state may, by a majority vote of
the
its directors
or other governing body, of the bank, convert into a
state bank with any name approved by the Board of Banking and
Financial Institutions in accordance with this article.
§31A-4A-2. Procedure for conversion of national bank into state
bank.
(a) A
national bank converting
institution its charter to
become a state bank shall file an application with the division on
a form prescribed by the commissioner along with articles of
incorporation, bylaws for the proposed state bank and a check for
$2,500. The application shall declare that a majority of the
national bank's converting institution's board of directors
or
other governing body has authorized the representatives of the
bank
converting institutions to make such application and to convert
the
national bank into a state bank.
(b) The application to convert to a
West Virginia state bank
shall be subject to the same requirements and procedures as
established for a newly organizing state bank at sections five, six
and seven, article four of this chapter.
(c) The examination and investigation by the Board of Banking
and Financial Institutions pursuant to section six, article four of
this chapter shall include an examination of the safety and
soundness of the applicant.
national bank. The scope of the
examination shall be determined at the discretion of the commissioner.
§31A-4A-3. Effect of conversion into state bank.
(a) When the Board of Banking and Financial Institutions has
given to provided the
bank converting institution an order that
the
provisions of this article
have has been complied with, the
bank
converting institution and all its stockholders
or members,
officers and employees shall have the same powers and privileges
and
shall be subject to the same duties, liabilities and
regulations
in all respects, as shall have been prescribed for
banks originally organized
as banking corporations under the laws
of West Virginia.
(b) At the time when such conversion
of the national bank into
a state bank
under the charter of the latter, becomes effective,
all the property of the
national bank converting institution,
including all its rights, title and interest in and to all property
of whatsoever kind, whether real, personal or mixed, and things in
action, and every right, privilege, interest and asset of any
conceivable value or benefit then existing, belonging
or
appertaining to it or which would inure to it, shall immediately,
by act of law and without any conveyance or transfer and without
any further act or deed,
be vested in and become the property of
the state bank, which shall have
hold and enjoy the same in its own
right as fully and to the same extent as if the same were
possessed, held and enjoyed by the
national bank converting institution.
(c) Upon such conversion becoming effective, the state bank
shall be considered to be a continuation of the entity and of the
identity of the
national bank converting institution and all the
rights, obligations and relations of the
national bank converting
institution to or in respect to any person, estate, creditor,
depositor, trustee or beneficiary of any trust shall remain
unimpaired. The state bank, as of the time the conversion takes
place, shall succeed to all such rights, obligations, relations and
trusts and the duties and liabilities connected therewith and shall
execute and perform each and every trust or relation in the same
manner as if the state bank had itself originally assumed the trust
or relation, including the obligations and liabilities connected
therewith.
(d) Any reference to the
national bank converting institution
in any contract, will or document shall be considered a reference
to the state bank unless expressly provided to the contrary in the
contract, will or document.
§31A-4A-4. Filing of incorporation or organization.
After the Board of Banking and Financial Institutions issues
an order granting a state charter to the converting
national bank
institution, the bank shall file in the office of the Secretary of
State a certificate of incorporation in compliance with
the
applicable provisions of chapter
thirty-one thirty-one-d of this code
or articles of organization in compliance with chapter thirty-
one-b of this code as applicable under and section five, article
four of this chapter.
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(NOTE: The purpose of this bill is to permit other types of
financial institutions, in addition to national banks, to use this
article to effect a conversion to a state chartered bank.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added.)
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