1260

LAWS OF MARYLAND

Ch. 435

(I)    A FULL DISCLOSURE OF SUCH BUSINESS OR
TRANSACTION AND THE NATURE OF THE CONTROLLING PERSON'S
INTEREST IS MADE TO THE BOARD OF DIRECTORS AND SUCH BUSINESS
OR TRANSACTION IS APPROVED IN GOOD FAITH WITH ANY DIRECTOR
WHO HAS ANY FINANCIAL INTEREST IN OR WHO IS AN EMPLOYEE OR
DIRECTOR OF THE CONTROLLING PERSON ABSTAINING, AND SUCH
APPROVAL IS RECORDED IN THE MINUTES; AND

(II)   ANY PROFITS INURING TO THE
CONTROLLING PERSON ARE NOT AT THE EXPENSE OF THE GUARANTY
STOCK ASSOCIATION AND DO NOT PREJUDICE ITS BEST INTERESTS.

(D)    A GUARANTY STOCK ASSOCIATION MAY MAKE A LOAN TO
ANY CONTROLLING PERSON IF:

(1)    THE LOAN IS APPROVED BY A TWO-THIRDS VOTE
OF ITS BOARD OF DIRECTORS WITH ANY DIRECTOR WHO HAS ANY
FINANCIAL INTEREST IN OR IS AN EMPLOYEE OR DIRECTOR OF THE
CONTROLLING PERSON ABSTAINING;

(2)    THE SECURITY IS APPRAISED BY A
DISINTERESTED APPRAISER; AND

(3)    THE LOAN IS APPROVED BY THE DIVISION
DIRECTOR.

(E)     (1) A CONTROLLING PERSON MAY NOT SELL OR
TRANSFER MORE THAN 25 PERCENT OF ITS CONTROLLING BLOCK OF
GUARANTY STOCK WITHOUT SUBMITTING A PLAN OF SALE OR TRANSFER
TO THE DIVISION DIRECTOR FOR HIS PRIOR APPROVAL.

(2) THE DIVISION DIRECTOR SHALL APPROVE THE
PLAN IF HE FINDS THAT THE CHARACTER, RESPONSIBILITY, AND
GENERAL FITNESS OF THE PROPOSED TRANSFEREE COMMANDS
CONFIDENCE AND WARRANTS BELIEF THAT THE BUSINESS OF THE
GUARANTY STOCK ASSOCIATION WILL CONTINUE TO BE CONDUCTED
HONESTLY AND EFFICIENTLY, IN ACCORDANCE WITH THE INTENT OF
THIS SUBTITLE.

6-217.

(A)    ANY MUTUAL ASSOCIATION MAY CONVERT TO A GUARANTY
STOCK ASSOCIATION.

(B)    IN ORDER TO CONVERT, THE MUTUAL ASSOCIATION
SHALL:

(1)    PAY A FILING FEE OF $750; AND

(2)    FILE WITH THE DIVISION DIRECTOR AN
APPLICATION FOR CONVERSION, WHICH SHALL CONTAIN:

(I)    A CERTIFIED COPY OF THE MINUTES OF
THE BOARD OF DIRECTORS' MEETING AUTHORIZING THE CONVERSION;

(II)   THE PROPOSED AMENDED ARTICLES OF
INCORPORATION AND BYLAWS;