HARRY HUGHES, Governor                                       1131

(2)  That [the] ALL 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;

(7)  An independent evaluation of the converting
association's pro forma market value as converted to support the
offering of stock to the converting association's members;

(8)  The business purposes to be accomplished by the
conversion;

(9)  The manner in which capital stock in the
converted association will be sold and distributed; [and]

(10)  A statement that capital stock is not insured;
AND

(11)  THAT ALL EARNED SURPLUS SHALL BE DISTRIBUTED TO
MEMBERS ON A BASIS PRO RATA TO THE MEMBER'S INTEREST IN THE
MUTUAL ASSOCIATION. HOWEVER, PRIOR TO SUCH A DISTRIBUTION, THERE
SHALL BE SET ASIDE SUFFICIENT EARNED SURPLUS IN ORDER TO INSURE
SATISFYING THE REQUIREMENTS OF §§ 9-218, 9-219₇ 9-220, 9-221 AND
9-324 OF THIS ARTICLE.

9-604. Review by Division Director.

The Division Director:

(1)  Shall review an application for conversion to a
capital stock association;

(2)  Shall determine:

(i) Whether the plan is fair to the members of
the converting association AND THE GENERAL PUBLIC; [and]

(ii) That insurance of the savings accounts
will remain in effect after the conversion; [and]

(III) THAT, AFTER CONVERSION, THE ASSOCIATION
WILL BE IN SOUND FINANCIAL CONDITION AND WILL BE SOUNDLY MANAGED;