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(a) The name of the proposed association, which shall comply with Section 34-28-110, and in the case of a stock-owned association must contain the word `corporation', `incorporated', `limited', or `company' or an abbreviation thereof sufficient to distinguish a stock-owned association from a mutual association;

(b) The address of the principal office of the association in South Carolina, including the county and municipality where it is located, together with a registered agent for receiving service of process and the address of the agent if it differs from that of the principal office of the association;

(c) The period of duration of the corporation which is deemed perpetual unless otherwise stated;

(d) The general nature of the business to be transacted or a statement that the association may engage in any activity or business permitted to associations under this chapter and other provisions of Title 34. This statement shall authorize all those activities and business by the association;

(e) With respect to a stock-owned association, the amount of capital stock authorized, showing the maximum number of shares of par value common stock and of preferred stock, and of every kind, class, or series of each, together with the distinguishing characteristics and the par value of all shares;

(f) The amount of capital with which the association will begin business;

(g) The number of directors, which may not be fewer than five, and the names and street addresses of the members of the first board of directors who, unless otherwise provided by the Articles of Incorporation, the bylaws, or this chapter, shall hold office for the term set forth in Section 34-28-420(4) or until their successors are elected or appointed and have qualified;

(h) The names, and addresses of all the incorporators, not less than ten in number;

(i) Any other provisions authorized or permitted to be in the Articles of Incorporation of a corporation by Chapters 1 to 25 of Title 33 which the incorporators elect to include therein.

(2) The Articles of Incorporation must be in writing, signed by all the incorporators, and submitted to the Board for its approval. Upon approval, the Board shall place the following legend upon the Articles of Incorporation `Approved by the Board of Financial Institutions this ___

(3) An association shall not amend its Articles of Incorporation without the prior written approval of the Board."

SECTION 430. Section 34-28-200 of the 1976 Code is amended to read:

"Section 34-28-200. (1) At an annual meeting or at any special meeting of the members or stockholders called to consider the action, any state-chartered association may convert itself into a federal savings association, federal savings and loan association, or federal savings bank, hereinafter called `federal association', in accordance with the laws of the United States, as now or hereafter amended, upon a vote of a majority or more of the total number of votes of the members or stockholders eligible to cast votes at the meeting. A copy of the minutes of the proceedings of the meeting of the members or stockholders, verified by the affidavit of the secretary or an assistant secretary, must be filed with the Board within ten days after the date of the meeting. A sworn copy of the proceedings of the meeting, when so filed, is presumptive evidence of the holding and action of the meeting. Within three months after the date of the meeting, the association shall commence that action in the manner prescribed and authorized by the laws of the United States as shall make it a federal association. There must be filed with the Board a copy of the charter issued to the federal association by the Federal Home Loan Bank Board or a certificate showing the organization of the association as a federal association, certified by the secretary or assistant secretary of the Federal Home Loan Bank Board. A similar copy of the charter, or of the certificate, must be filed by the association with the Secretary of State Department of Commerce. No failure to file any of these instruments with either the Board or the Secretary of State Department of Commerce shall affect the validity of the conversion. Upon the grant to any association of a charter by the Federal Home Loan Bank Board, the association receiving the charter shall cease to be an association incorporated under this chapter and is no longer subject to the supervision and control of the Board. Upon the conversion of any association into a federal association, the corporate existence of the association shall not terminate, but the federal association is considered to be a continuation of the entity of the association so converted, and all property of the converted association, including its right, title, and interest in all and to all property of whatever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then

(2) Any association or corporation which has converted itself into a federal association under the provisions of the laws of the United States and has received a charter from the Federal Home Loan Bank Board is thereafter recognized as a federal association, and its federal charter must be given full recognition by the courts of this State to the same extent as if the conversion had taken place under the provisions of this section; provided, there must have been compliance with the foregoing requirements with respect to the filing with the Board of a copy of the federal charter or a certificate showing the organization of the association as a federal association. All these conversions are hereby ratified and confirmed, and all the obligations of an association which has so converted shall continue as valid and subsisting obligations of the federal association, and the title to all of the property of the association is considered to have continued and vested, as of the date of issuance of the federal charter, in the federal association as fully and completely as if the conversion had taken place pursuant to this section since the effective date of this chapter."

SECTION 431. Section 34-28-220 of the 1976 Code is amended to read:

"Section 34-28-220. (1) Any state or federal mutual association may apply to the Board for permission to convert itself into a stock association

(a) The Board of Directors shall approve a plan of conversion by resolution adopted by a majority vote of all the directors present at the meeting at which the plan is considered. The plan shall include, among other terms:

1. Financial statements of the association as of the last day of the month preceding adoption of the plan;

2. Financial data as may be required to determine compliance with applicable regulatory requirements respecting financial condition;

3. A provision that each savings account holder of the mutual association will receive a withdrawable account in the stock association equal in amount to and having the same terms as his withdrawable account in the mutual association;

4. A provision for the establishment and maintenance of a liquidation account for the benefit of savings account holders of the mutual association in the event of the liquidation of the association after its conversion which account shall meet all the requirements established by regulation promulgated by the Board;

5. A provision that each member of record will be entitled to receive rights to purchase voting common stock and the terms and conditions of these rights;

6. Pro forma financial statements of the association as a capital stock association, which shall include data required to determine compliance with applicable regulatory requirements respecting financial condition; and

7. Other information as the Board may by regulation require.

(b) The plan of conversion must be executed by a majority of the board of directors and submitted to the Board for approval prior to any vote on conversion by the members.

(c) The Board may approve or disapprove the plan in its discretion, but it shall not approve the plan unless it finds that the association will comply sufficiently with the requirements of this chapter after conversion to entitle it to become an association operating under this chapter and the regulations of the Board. The Board may deny any application from any federal association that is subject to any cease and desist order or other supervisory restriction or order imposed by a federal supervisory authority or insurer.

(d) If the Board approves the plan of conversion, the question of the conversion may be submitted to the members at a meeting of voting members called to consider the action. A vote of a majority or more of

(e) Copies of the minutes of the meeting of members, verified by the affidavit of the secretary or assistant secretary of the association, must be filed with the Board, and with the Federal Home Loan Bank Board if applicable, within ten days after the meeting. When so filed, the verified copies of the minutes are presumptive evidence of the holding of the meeting and of the action taken.

(f) The directors of the association shall execute and file with the Board proposed Articles of Incorporation as provided for in Section 34-28-130, together with the application for conversion, and a statement showing that requisite capital required in the conversion plan approved by the Board has been paid to the association in cash, that all other conditions imposed by the Board or specified in the plan of conversion have been satisfied, and that a firm commitment for, or evidence of, insurance of deposits and other accounts of a withdrawable type from the Federal Savings and Loan Insurance Corporation has been obtained. The Articles of Incorporation of the converted association shall contain a statement that the association resulted from the conversion of a state or federal mutual association to a capital stock association. Approval by the Board must be affixed to the Articles of Incorporation. The original copy of the Articles of Incorporation must be filed with the Secretary of State Department of Commerce and a certified copy of the Articles of Incorporation must be filed with the Board, provided that failure to file a certified copy of the Articles of Incorporation with the Board shall not affect the validity of the conversion. The association shall cease to be a mutual association at the time and on the date specified in the approved Articles of Incorporation or the date the Articles of Incorporation are filed in the office of the Secretary of State Department of Commerce, whichever is later.

(2) Upon conversion of a mutual association to a state-chartered stock association, the legal existence of the association shall not terminate, but the capital stock association is a continuation of the entity of the mutual association, and all property of the mutual association, including its right,

(3) The application for conversion from a state or federal mutual to a state stock association must be accompanied by a nonrefundable filing fee established by the Board."

SECTION 432. Section 34-28-270 of the 1976 Code is amended to read:

"Section 34-28-270. (1) Any association may, at any special meeting of the members or stockholders called to consider the action, terminate its existence in accordance with the provisions of this section upon a vote of more than a majority of the total number of votes of members or shareholders eligible to be cast at the meeting.

(2) Upon the vote, three copies of a statement of interest to dissolve, which shall state the vote cast in favor of dissolution, must be filed with the Board, which shall examine the association, and, if it finds that the association is not in an impaired condition, it shall so note, together with its approval of the dissolution, upon all the copies of the certificate of dissolution. The Board shall place a copy in its permanent files, file a copy with the Secretary of State Department of Commerce, and return the remaining copy to the parties who filed it.

(3) Upon this approval, the association is dissolved and shall cease to carry on business but nevertheless shall continue as a corporate entity for the sole purpose of paying, satisfying, and discharging existing liabilities

(4) The board of directors in office at the time of the vote of dissolution shall act as trustees for the liquidation. The board of directors shall proceed as quickly as may be practicable to wind up the affairs of the association and, to the extent necessary or expedient to that end, shall exercise all the powers of the dissolved association and, without prejudice to the general nature of this authority, may fill vacancies, elect officers, carry out contracts, make new contracts, borrow money, mortgage or pledge property, sell its assets at public or private sale, compromise claims in favor of or against the association, apply assets to the discharge of liabilities, distribute assets either in cash or in kind among savings account members of a mutual association or stockholders of a capital stock association according to their respective pro rata interests after paying or adequately providing for the payment of other liabilities, and perform all acts necessary or expedient to the winding up of the association. All deeds or other instruments must be in the name of the association and executed by the president or a vice president and the secretary or an assistant secretary. The board of directors shall also have power to exchange or otherwise dispose of or put in trust all, substantially all, or any part of the assets, upon those terms and conditions and for that consideration as the board of directors may consider reasonable or expedient, and may distribute the consideration or the proceeds, trust receipts, or certificates of beneficial interest among the savings account members of a mutual association or stockholders of a stock association in proportion to their pro rata interests. In the absence of fraud, any determination of value made by the board of directors for any of these purposes is conclusive.

(5) The association, during the liquidation of the assets of the association by its board of directors, shall continue to be subject to the supervision of the Board, and the board of directors shall report the progress of the liquidation to the Board as the Board may require. Upon completion of the liquidation, the board of directors shall file with the Board a final report and accounting of the liquidation. The approval of the report by the Board shall operate as a complete and final discharge of the board of directors and each member or stockholder thereof in connection with the liquidation of the association. No dissolution or any action of the board of directors in connection with it shall impair any contract right between the association and any borrower to other person or persons or the vested rights of any member or savings account holder of the association."

"Section 34-28-800. (1) For the purpose of this section, `foreign association' includes any person, firm, company, association, fiduciary, partnership, or corporation, or whatever name called, actually engaged in the business of a savings association, which is not organized under the provisions of this chapter or the laws of the United States, and the principal business office of which is located outside the territorial limits of this State.

(2) No foreign association shall do any business of a savings association within this State or maintain an office in this State for the purpose of doing business including, but not limited to, establishment of a branch office except as otherwise authorized by this chapter or otherwise by law. The origination of real estate mortgages covering real property located in this State or acquiring a participation interest in any mortgage is considered doing business as a savings association if the state of domicile of the principal business office of the foreign association does not permit associations from this State to originate real estate mortgages covering real property located in that state, unless an association having an authorized office in this State is either the originator of the mortgage or is a partner or joint venturer in the company that originates the mortgages.

(3) The Board is authorized and required to obtain an injunction or to take any other action necessary to prevent any foreign association from doing any business of an association in this State.

(4) Except as otherwise provided in subsection (2), for the purpose of this section and any other law of this State prohibiting, limiting, or regulating the doing of business in this State by foreign associations or foreign corporations of any type, any federal association the principal office of which is located outside this State, and any foreign association which is subject to state or federal supervision which by law are subject to periodic examination by these supervisory authorities and to a requirement of periodic audit, are not considered to be doing business in this State by reason of engaging in any of the following activities:

(a) The purchase, acquisition, holding, sale, assignment, transfer, collecting, and enforcement of obligations or any interest therein secured by real estate mortgages or other instruments in the nature of a mortgage, covering real property located in this State, or the foreclosure of these instruments, or the acquisition of title to the property at foreclosure, or otherwise, as a result of default under these instruments, or the holding, protection, rental, maintenance, and operation of the property so

(b) The advertising or solicitation of savings accounts or the making of any representations with respect thereto in this State through the medium of the mail, radio, television, magazines, or newspapers or any other medium which is published or circulated within this State provided that the advertising, solicitation, or the making of these representations is accurately descriptive of the facts.

(5) Any foreign association or federal association described in subsection (4) which engages in any of the activities described in paragraph (a) thereof pursuant to the provisions of this section is subject to suit in the courts of this State by this State and the citizens of this State. Service on the association must be effected by serving the Secretary of State Department of Commerce of this State, except that the provisions of this section shall have no other application to the questions of whether any foreign association or federal association is subject to service of process and suit in this State as a result of the transaction of business or other activities in this State."

SECTION 434. Section 34-29-110 of the 1976 Code is amended to read:

"Section 34-29-110. (a) The Board shall have the power and authority to make rules and regulations which interpret or explain any section or sections of this chapter, as it may deem necessary. Such regulations shall be referenced to the section or sections of this chapter which set forth the legislative standards which they interpret or explain. When promulgated and made, the rules and regulations shall be filed with the Secretary of State Department of Commerce and the Board shall otherwise comply fully with the provisions of Sections 1-1-210 through 1-1-240.

(b) On application of any person and payment of the cost thereof, the Board shall furnish under its seal and duly signed, a certified copy of any license, regulation or order. Such copy shall be prima facie evidence of the fact of the issuance of such license, regulation or order in any court or proceeding."

SECTION 435. Section 35-1-20(1) of the 1976 Code, as last amended by Act 455 of 1992, is further amended to read:

"(1) `Securities Commissioner' means Secretary of State Attorney General, who shall be ex officio Securities Commissioner."

SECTION 436. Section 35-1-30 of the 1976 Code is amended to read:

SECTION 437. Section 35-1-320(10) of the 1976 Code is amended to read:

" (10) Limited preorganization subscriptions. -Any offer or sale of a preorganization certificate or subscription if (a) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, (b) the number of subscribers does not exceed twenty-five and (c) no payment is made by any subscriber prior to filing of the articles of incorporation with the Secretary of State Attorney General;"

SECTION 438. Section 35-1-485 of the 1976 Code, as added by Part II, Act 501 of 1992, is amended to read:

"Section 35-1-485. (A) Licenses required by Chapter 1 of Title 35 to be registered biennially must be assigned registration periods as provided in this section.

(1) Upon the first reregistration of the licenses by the South Carolina Secretary of State's Attorney General's office after the effective date of the implementation of biennial licensure, a biennial registration period must be implemented as follows:

(a) Licensees whose license numbers end in:

(i) an even number and expire between July 1, 1992, and December 31, 1992, shall obtain a biennial registration;

(ii) an even number and expire between January 1, 1993, and June 30, 1993, shall reregister their license for one year. At the end of this time they shall reregister their license for two years and biennially after that time;

(iii) an odd number and expire between July 1, 1992, and December 31, 1992, shall register their licenses for one year. At the end of that time they shall register their license for two years and biennially after that time;

(iv) an odd number and expire between January 1, 1993, and June 30, 1993, shall obtain a biennial registration;

(v) `A' through `L' and expire between July 1, 1992, and June 30, 1993, shall obtain a biennial registration;

(vi) `M' through `Z' and expire between July 1, 1992, and June 30, 1993, shall obtain a one-year registration and a biennial registration after that time.

(b) Licenses issued in South Carolina for the first time between:

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