80

LAWS OF MARYLAND

Ch. 5

(II) THE CONVERSION TO A CAPITAL STOCK FORM IS
LIKELY TO IMPROVE THE FINANCIAL CONDITION OF THE SAVINGS AND LOAN
ASSOCIATION;

(III) THE ASSOCIATION WILL BE VIABLE AFTER THE

CONVERSION; AND

(IV) THE APPROVAL OF THE CONVERSION IS NOT
DETRIMENTAL TO THE PUBLIC INTEREST; AND

(2) THE APPROVAL IMPOSES THE SAME CONDITIONS THAT
FEDERAL LAW REQUIRES OR PERMITS.

(D) (1) THE BOARD OF COMMISSIONERS MAY ADOPT RULES AND
REGULATIONS FOR A MODIFIED CONVERSION, INCLUDING:

AND

(I) PROCEDURES FOR APPLICATION AND APPROVAL;

(II) CONDITIONS
DIRECTOR IN THE FINAL ORDER.

FOR APPROVAL OF THE DIVISION

(2) THE BOARD OF COMMISSIONERS MAY APPROVE THE
CHARTERING OF A CAPITAL STOCK CORPORATION BY THE DIVISION
DIRECTOR TO ACQUIRE THE ASSETS OF, OR MERGE WITH, A MUTUAL
ASSOCIATION UNDER THIS SECTION.

(E) A CONVERSION UNDER THIS SECTION IS NOT SUBJECT TO THE
REQUIREMENTS CONTAINED IN THE FOLLOWING SECTIONS OF THIS TITLE:

(1)  §§ 9-206 THROUGH 9-208,   INCLUSIVE

(2)  §§ 9-216 THROUGH 9-222,   INCLUSIVE

(3)  §§ 9-601 THROUGH 9-609,   INCLUSIVE; AND

(4)  §§ 9-627 THROUGH 9-630,   INCLUSIVE.
9-612.

(A)  IN THIS SECTION "SAVINGS AND LOAN ASSOCIATION" MEANS A
SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THIS TITLE AS A
MUTUAL ASSOCIATION.

(B)  NOTWITHSTANDING ANY OTHER PROVISION OF THIS TITLE, THE
DIVISION DIRECTOR MAY APPROVE THE VOLUNTARY CONVERSION OF A
SAVINGS AND LOAN ASSOCIATION TO A CAPITAL STOCK ASSOCIATION AND
THE SALE OF THE ASSOCIATION'S NEWLY-ISSUED CAPITAL STOCK TO A
THIRD PARTY OR PARTIES IN A TRANSACTION IN WHICH THE ASSOCIATION
MEMBERS HAVE NO RIGHTS OF APPROVAL OR PARTICIPATION AND NO RIGHTS
TO THE CONTINUANCE OF ANY LEGAL OR BENEFICIAL OWNERSHIP INTEREST
IN THE CONVERTED ASSOCIATION IF THE CIRCUMSTANCES OF THE
CONVERSION AND SALE WOULD, UNDER FEDERAL LAW, PERMIT THE FEDERAL
HOME LOAN BANK BOARD TO AUTHORIZE A VOLUNTARY SUPERVISORY STOCK
CONVERSION.