Idaho State Statutes - Idaho Attorney Directory

A mutual savings bank may change
its form of organization to that of a stock savings bank by filing an
application with the director.
As part of the application, the savings bank will include a plan of
conversion, which the director may approve, with or without amendment, if it
appears that:
(1) After conversion the savings bank will be in sound financial
condition;
(2) The conversion will be fair and equitable to the members of the
savings bank and no person whether member, employee or otherwise, will receive
any inequitable gain or advantage by reason of the conversion;
(3) The savings bank services provided to the public by the savings bank
will not be adversely affected by the conversion;
(4) The plan has been approved by a vote of two-thirds (2/3) of the board
of directors of the savings bank;
(5) All shares of stock issued in connection with the conversion are
offered first to the members of the savings bank;
(6) All stock shall be offered to members of the savings bank and others
under a formula and procedure that is fair and equitable and will be fairly
disclosed to all interested persons; and
(7) The plan provides a statement as to whether stockholders shall have
preemptive rights to acquire additional or treasury shares of the savings
bank.
The plan shall be submitted to the members, but only after it has been
approved by the director. After lawful notice to the members of the savings
bank and full and fair disclosure, the substance of the plan must be approved
by a majority of the total votes that members of the savings bank are eligible
and entitled to cast. The vote by the members may be in person or by proxy.
Any votes by proxy must be specific to the plan and not a general proxy.
Following the vote of the members, the results of the vote certified by an
appropriate officer of the savings bank shall be filed with the director. The
director shall then either approve or disapprove the requested change in
corporate form. After approval, the director shall supervise the conversion
process and shall ensure that the process is conducted lawfully and under the
approved plan.

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