72

LAWS OF MARYLAND

Ch. 3

(2)  AS TO EACH CONVERSION, THE SAVINGS AND LOAN
ASSOCIATION TO BE CONVERTED SHALL FILE WITH THE BANK COMMISSIONER
A BANK CHARTER AND OTHERWISE COMPLY WITH § 3-203 OF THIS ARTICLE.

(3)  SUFFICIENT EVIDENCE OF THE APPROVAL REQUIRED BY
PARAGRAPH (1)(III) OF THIS SUBSECTION IS A WRITTEN CONSENT SIGNED
BY THE SHAREHOLDERS OR MEMBERS HAVING NOT LESS THAN A MAJORITY OF
THE VOTES THAT WOULD BE ENTITLED TO BE VOTED AT A MEETING AT
WHICH ALL SHAREHOLDERS OR MEMBERS WERE PRESENT.

(E)(F) THE PROVISIONS OF TITLE 3, SUBTITLE 7 AND TITLE 9,
SUBTITLE 6 OF THIS ARTICLE DO NOT APPLY TO ANY CONSOLIDATION,
MERGER, TRANSFER OF ASSETS, OR CONVERSION UNDER THIS SUBTITLE.

5-1104.

IF THE COMMISSIONER DEEMS IT APPROPRIATE IN ORDER TO
CONSUMMATE AN ACQUISITION UNDER THIS SUBTITLE, THE COMMISSIONER
MAY:

(1)  CONVERT THE CHARTER, FORM OF OWNERSHIP, OR
OPERATING POWERS OF A SAVINGS AND LOAN ASSOCIATION INTO THE
CHARTER, FORM OF OWNERSHIP, OR OPERATING POWERS OF A COMMERCIAL
BANK;

(2)  AUTHORIZE THE CONSOLIDATION, MERGER, OR TRANSFER
OF ASSETS OF A SAVINGS AND LOAN ASSOCIATION INTO ONE OR MORE
SAVINGS AND LOAN ASSOCIATIONS OR COMMERCIAL BANKS; AND

(3) CHARTER A NEW COMMERCIAL BANK OR SAVINGS AND LOAN
ASSOCIATION TO ACQUIRE ALL OR A SUBSTANTIAL PORTION OF THE ASSETS
AND LIABILITIES OF AN EXISTING SAVINGS AND LOAN ASSOCIATION,
INCLUDING ALL SAVINGS ACCOUNTS LIABILITIES AND LIABILITIES TO THE
STATE.

5-1105.

(A)  EXCEPT AS PROVIDED IN SUBSECTIONS (B), (C), AND (D) AND
(E) OF THIS SECTION, A COMMERCIAL BANK ACQUIRED UNDER THIS
SUBTITLE MAY EXERCISE ALL THE POWERS OF, AND SHALL BE SUBJECT
ONLY TO THOSE RESTRICTIONS IMPOSED ON A COMMERCIAL BANK OWNED BY
A MARYLAND BANK HOLDING COMPANY UNDER APPLICABLE STATE LAW.

(B)  A COMMERCIAL BANK THAT RESULTS FROM A CONVERSION OF A
SAVINGS AND LOAN ASSOCIATION OR ACQUIRES A SAVINGS AND LOAN
ASSOCIATION MAY HOLD ASSETS OR CONDUCT BUSINESS ACTIVITIES, OTHER
THAN INSURANCE ASSETS AND INSURANCE ACTIVITIES, THAT RESULT FROM
THE ACQUISITION OF A SAVINGS AND LOAN ASSOCIATION AND THAT DO NOT
CONFORM WITH APPLICABLE LAW, UNLESS A DIFFERENT PERIOD IS
AUTHORIZED BY FEDERAL REGULATORY AGENCIES:

(1)  FOR A PERIOD OF 5 YEARS AFTER THE ACQUISITION;
AND

(2)  IF THE COMMISSIONER APPROVES, FOR AN ADDITIONAL
PERIOD NOT EXCEEDING 5 YEARS.