HARRY HUGHES, Governor

3099

(3)  A CERTIFIED COPY OF THE RESOLUTION OF THE
BOARD OF DIRECTORS THAT AUTHORIZES THE CONVERSION;

(4)  THE PROPOSED AMENDED CHARTER AND BYLAWS
AMENDMENTS;

(5)  THE PROPOSED NOTICE OF THE MEETING TO
CONSIDER CONVERSION, AND THE TIME AND MANNER IN WHICH NOTICE
WILL BE GIVEN TO MEMBERS;

(6)  THE PROPOSED PROXY STATEMENT; AND

(7)  THE PROPOSED PLAN OF CONVERSION.

COMMITTEE COMMENT: This section replaces former CA §
6-217(b).

In item (3) of this section, "resolution" is
substituted for "minutes" as the general practice
and sufficient for the purpose of this section.

"Division Director", "capital stock association"
and "mutual association" are defined in § 9-101
of this title.

"Member" is defined in § 9-301 of this title.

9-603. PROPOSED PLAN OF CONVERSION.

A PROPOSED PLAN OF CONVERSION TO A CAPITAL STOCK
ASSOCIATION SHALL PROVIDE:

(1)  THAT EACH SAVINGS ACCOUNT HOLDER WILL
RECEIVE A WITHDRAWABLE SAVINGS ACCOUNT IN THE CONVERTED
ASSOCIATION THAT IS EQUAL IN AMOUNT TO THE WITHDRAWABLE
SAVINGS ACCOUNT IN THE MUTUAL ASSOCIATION;

(2)  THAT THE SAVINGS ACCOUNTS WILL REMAIN
INSURED;

(3)  THAT EACH SAVINGS ACCOUNT HOLDER SHALL
RECEIVE, WITHOUT PAYMENT, NONTRANSFERABLE SUBSCRIPTION
RIGHTS TO CAPITAL STOCK IN THE CONVERTED ASSOCIATION;

(4)  THE NUMBER OF SHARES OF STOCK THAT WILL BE
SOLD;

(5)  THAT SUBSCRIPTION RIGHTS SHALL BE ON A BASIS
PRO RATA TO THE MEMBER'S INTEREST IN THE MUTUAL ASSOCIATION,
HOWEVER, FRACTIONAL SHARES NEED NOT BE ISSUED;

(6)  THAT THE CONVERSION TO A CAPITAL STOCK
ASSOCIATION DOES NOT RESULT IN ANY REDUCTION OF THE
CONVERTING ASSOCIATION'S RESERVES AND NET WORTH;