Short title

1   This Act may be cited as the Yorkshire Savings and Loan Association Enabling Act, 1967.

1967-66-1.

Conversion resolution

2   (1) Yorkshire Savings and Loan Association, an association incorporated under the Savings and Loan Associations Act on the fifteenth day of April, 1929 (hereinafter referred to as the "Association"), may, by a resolution of the Association passed by a majority of not less than three-fourths of such shareholders entitled to vote at a general meeting as are present in person or by proxy and vote at a general meeting of which notice specifying the intention to propose the resolution has been given (hereinafter referred to as the "conversion resolution") and sanctioned by its shareholders who are not, by the rules of the Association, entitled to vote at a general meeting, by a resolution passed by a majority of not less than three-fourths of such shareholders as are present in person or by proxy and vote at a separate meeting of such holders of which notice specifying the intention to propose the conversion resolution has been given and upon issuance by the Registrar of Companies (hereinafter referred to as the "Registrar") of his certificate of conversion as provided in subsection (4) hereof, convert itself into a company under the Companies Act (which Association, upon the issue of such certificate of conversion, is hereinafter called the "Company") with the name "Yorkshire Savings & Loan Limited." In the absence of any provision in the constitution and by-laws of the Association, a quorum for a general meeting of members or of any class of members shall be members, not being less than two in number, personally present or represented by proxy at the commencement of the meeting and holding or representing by proxy not less than one-tenth of the issued shares of the class of shares the holders of which are entitled to attend and to vote at such meeting. If within half an hour from the time appointed for a meeting a quorum is not present, it shall stand adjourned to the same day in the next week at the same time and place. If at such adjourned meeting a quorum is not present within half an hour from the time appointed, the members present shall be a quorum.

(2) The Association shall, by the conversion resolution,

(a) alter the form of its constitution by substituting for the constitution and rules of the Association and the provisions of the Savings and Loan Associations Act made applicable to the Association by the Savings and Loan Associations Act, or otherwise, such a memorandum and articles as are required for a company formed under the Companies Act which shall have been previously approved by the Registrar and a copy of which shall be attached to the conversion resolution as an exhibit thereto;

(b) authorize two or more directors of the Association to execute the memorandum and articles on behalf of the Association and to deliver them to the Registrar with copies of the conversion resolution and such other documents as the Registrar may require;

(c) specify the authorized and issued capital of the Company;

(d) specify the manner in which the issued guarantee shares of the Association will be converted into shares of the Company following conversion and the manner in which shares other than guarantee shares of the Association shall be converted into and exchanged for investment contracts to be issued by the Company;

(e) specify the day, month, and year in which the first annual general meeting of the Company subsequent to the conversion shall be held; and

(f) make provision for such other details as may be necessary or advisable to perfect the conversion of the Association hereunder and provide for the subsequent management and operation of the Company.

(3) The Association shall forthwith file the conversion resolution with the Registrar and the Inspector of Savings and Loan Associations, the Superintendent of Insurance, and the Superintendent of Brokers, but such conversion shall not take effect until the Registrar issues under his seal of office a certificate under subsection (4) hereof.

(4) If the Superintendent of Brokers and the Inspector of Savings and Loan Associations and the Superintendent of Insurance are satisfied as to the provisions for conversion and with the provisions of the conversion resolution, they shall each deliver to the Registrar a letter evidencing such approval, and the Registrar, upon receipt of

(a) the copy of the conversion resolution referred to in subsection (3) hereof;

(b) the aforesaid letters of approval of the Inspector of Savings and Loan Associations, the Superintendent of Insurance, and the Superintendent of Brokers;

(c) the fees in subsection (5) hereof; and

(d) such further documents as the Registrar may require,

may issue under his seal of office a certificate (hereinafter referred to as the "certificate of conversion") showing that the Association is converted into a company under the Companies Act, and thereupon

(5) There shall be paid to the Registrar in respect of the conversion of the Association into a company under the Companies Act the sum of twenty-five dollars in lieu of filing fees under the Companies Act, and also such fee in respect of the capital of the Company as would have been payable if the Company were being incorporated under the Companies Act.

1967-66-2.