HARRY HUGHES, Governor

1135

In this section "savings and loan association" means a
savings and loan association organized under this title as a
mutual association.

(b)  VOLUNTARY CONVERSION TO CAPITAL STOCK ASSOCIATION.

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.

(c)  CONDITIONS FOR CONVERSION APPROVAL.

The Division Director may approve a voluntary supervisory
stock conversion only if:

(1)  The Division Director determines that:

(i) The [Board of Commissioners] DIVISION
DIRECTOR would have grounds to seek the appointment of a
conservator or receiver under this title;

(ii) No equity value would be realized by the
savings and loan association's mutual account holders after
liquidation of the association;

(iii) Severe financial conditions exist that
threaten the financial stability of the savings and loan
association;

(iv) The conversion to a capital stock form is
likely to improve the financial condition of the savings and loan
association;

(v) The association will be viable after the
conversion; and

(vi) 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)  REGULATIONS.

(1) The [Board of Commissioners] DIVISION DIRECTOR
may adopt rules and regulations for a voluntary supervisory stock
conversion, including: