TITLE 7 BANKING AND FINANCE

Section 1. Financial Institutions, 7-1-1 through 7-1-1021.

ARTICLE 3 CREDIT UNIONS

7-1-668. Conversion of state and federal credit unions.

1. Any credit union operating in this state may convert into a federal chartered credit union, and any federal credit union may convert into a credit union organized under this chapter upon approval of the authority under whose supervision the converted credit union will operate and upon compliance with applicable federal laws as to a converted federal credit union and upon compliance with applicable state laws as to a converted credit union. In the case of a federal credit union converting to a state credit union, such converting credit union may keep its existing members at the time of conversion, but after conversion eligibility for membership in the converted credit union must comply with state law. If there are other areas of noncompliance with state law, the credit union must provide the department with a plan to bring those areas into compliance with Georgia law within a reasonable period, to be determined by the department.
2. The procedure for obtaining such approval and effecting the conversions in the case of a credit union shall be as follows:
   1. A meeting of the board of directors, either regular or special, shall be called for the purpose of voting on converting from a federal credit union to a credit union or from a credit union to a federal credit union. A majority of the board of directors shall adopt a resolution approving the contemplated conversion;
   2. A meeting, either regular or special, of the members shall then be called for voting on the proposed conversion. Notice of said meeting shall be given in the manner prescribed in Code Section 7-1-6 and shall include a statement indicating that the proposed conversion will be considered at the meeting. Proof of giving of the notice shall be by the affidavit of the president of the credit union. A majority of the members present at this meeting shall then approve the proposed conversion; and
   3. Within ten days after such approval of the conversion, the president or vice-president and treasurer shall file a verified copy of the resolution adopted by the board of directors with the state or federal authority under whose supervision the converting credit union is to operate.
3. Upon the written approval of the department for conversions to credit unions and with the written approval of the National Credit Union Administration for conversions to federal credit unions, the converting credit union shall then become a credit union under the laws of this state or the United States, as the case may be; and thereupon all assets shall become the property of the new credit union or federal credit union, as the case may be, subject to all existing liabilities, and every person who was a member of the converting credit union shall be a member in the new credit union or federal credit union.
4. 1. Conversions by state chartered credit unions to financial institutions other than credit unions or financial institutions other than credit unions to state chartered credit unions shall be effected by approval of the department and compliance with any other applicable law. The department may prescribe other requirements in order to protect the rights of members or the funds invested.
   2. In conversions by state chartered credit unions to financial institutions other than credit unions, procedures provided in subsection (b) of this Code section shall be followed for obtaining approval from the department and effecting such conversions, provided that two-thirds of the members voting shall be required to approve a proposed conversion.
   3. In conversions by financial institutions other than credit unions to state chartered credit unions, the department shall prescribe procedures for financial institutions to seek approval from the department to convert to a credit union. Such procedures shall include:
      1. The procedures provided in subsection (b) of this Code section;
      2. The submission of a conversion plan by the converting financial institution. A conversion plan shall include the following, where applicable:
         1. How the converting financial institution will comply with credit union membership requirements;
         2. Plans for the divestment of its board of directors of stock options;
         3. Plans for the divestment of capital stock;
         4. Plans for the phase out of all impermissible investments;
         5. Plans for compliance with credit union business loan limitations; and
         6. Any other such information as required by the department; and
      3. The converting financial institution shall perform a complete policy review to address appraisal restrictions, lending restrictions, investment restrictions, corporate structure restrictions, and power structure in order to ensure compliance with this article and regulations of the department.
   4. The department may authorize a credit union resulting from a charter conversion under this Code section to do the following:
      1. Complete any activities that the converting financial institution legally engaged in at the effective time of the charter conversion but that otherwise are not permitted for credit unions, provided that the transitional period during which such activities are carried out does not exceed five years after the effective date of the charter conversion; and
      2. Retain for the transitional period any assets that the converting financial institution legally held at the effective time of the charter conversion that otherwise may not be held by credit unions, provided that such transitional period during which such assets are retained does not exceed five years after the effective date of the charter conversion.

(Code 1933, § 41A-3119, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2005, p. 826, § 24/SB 82; Ga. L. 2015, p. 5, § 7/HB 90; Ga. L. 2015, p. 344, § 25/HB 184; Ga. L. 2017, p. 193, § 21/HB 143.)

The 2015 amendments. The first 2015 amendment, effective March 13, 2015, part of an Act to revise, modernize, and correct the Code, added "and" at the end of paragraph (b)(2). The second 2015 amendment, effective July 1, 2015, in subsection (d), designated the existing provisions as paragraph (d)(1), in paragraph (d)(1), inserted "or financial institutions other than credit unions to state chartered credit unions" in the first sentence and deleted the former second sentence, which read: "Procedures provided in subsection (b) of this Code section shall be followed for obtaining approval and effecting such conversions, provided that two-thirds of the members voting shall be required to approve a proposed conversion.", and added paragraphs (d)(2) through (d)(4).

The 2017 amendment, effective June 1, 2017, substituted "members" for "shareholders" in the first sentence of paragraph (b)(2).