6-465

6-465. Merger of associations or
corporations

A. An association operating under this chapter may merge into or with one or more
associations, whether operating under this chapter or otherwise, or into or with any
other corporation, except a corporation or association operating an insurance business,
other than title insurance, pursuant to title 20. The board of directors of each merging
association or corporation, by resolution adopted by a majority vote of all members of
such board, must approve the plan of merger, which shall set forth:

1. The name of each merging association or corporation, and the name of the
continuing association or corporation and the location of its principal office.

2. The amount of capital, reserves, and undivided profits of the continuing
association or corporation, and the kinds of shares and other types of capital to be
issued thereby.

3. The articles of incorporation of the continuing association or corporation.

4. A detailed pro forma financial statement of the assets and liabilities of the
continuing association or corporation.

5. The manner and basis of converting the capital of each merging association or
corporation into capital of the continuing association or corporation.

6. The other terms and conditions of the merger and the method of effectuating the
same.

7. Such other provisions with respect to the merger as appear necessary or
desirable, or as the superintendent may reasonably require to enable him to discharge his
duties with respect to such merger.

B. The plan of merger adopted shall be submitted to the superintendent for
approval, together with a certified copy of the authorizing resolution of each board of
directors, showing approval by a majority of the entire board of each merging association
operating under this chapter and evidence of proper action by the board of any other
merging association or corporation. The superintendent may make or cause to be made an
examination of the affairs of each of the merging associations or corporations. The
superintendent may approve the plan of merger if, after appropriate inquiry into the
affairs of each of the merging associations or corporations, he finds that:

1. If the resulting association or corporation is an association operating under
this chapter, the continuing association meets the requirements of this chapter as to the
organization of a new association including insurance of accounts as required by section
6-412, subsection C.

2. The plan provides an adequate capital structure.

3. The plan is fair to all persons affected.

4. The plan meets the approval of the insurance corporation, if such approval is
required.

C. If the superintendent disapproves the plan of merger, he shall state his
objections in writing and give the merging associations or corporations an opportunity to
amend the plan of merger to eliminate such objections.

D. Except as provided by subsection F of this section, after approval by the
superintendent, the plan of merger shall be submitted to a vote of the members of each
merging association operating under this chapter and to the members or stockholders of
any other merging association or corporation to the extent required by the laws and rules
applicable to the other merging association or corporation. Each meeting of the members
of an association operating under this chapter shall be called and held in accordance
with section 6-415. The plan shall be approved by the members of an association
operating under this chapter if the plan receives, in the affirmative, a majority of the
total number of votes which all members of the association are entitled to cast or such
greater percentage of the votes as the articles of incorporation of the association
require. Each meeting of any other association or corporation shall be called and held,
and the required majority must be obtained, in accordance with the law and regulations
applicable to such association or corporation.

E. A report of proceedings at the meeting of the members or stockholders of each
association or corporation, certified by the president or a vice-president and attested
by the secretary thereof, and setting forth the notice given and time of mailing thereof,
the vote on the plan of merger, and the total number of votes which all members or
stockholders of the association or corporation were entitled to cast thereon, shall be
filed in duplicate with the superintendent, except that if no member or stockholder vote
is required by an association or corporation, the association or corporation shall file a
report to that effect, in duplicate, certified by the president or vice-president and
attested by the secretary of the association or corporation. Any report filed under this
subsection shall be accompanied by the plan of merger, duly executed by each merging
association or corporation. The superintendent thereupon shall issue to the continuing
association or corporation a certificate of merger, setting forth the name of each
merging association or corporation and the name of the continuing association or
corporation, and the articles of incorporation of the continuing association or
corporation.

F. Unless required by its articles of incorporation, a vote of the members of the
continuing association or corporation is not necessary to authorize a merger if either:

1. No shares of common stock are to be issued by the continuing association or
corporation and no shares, securities or obligations convertible into such stock are to
be issued or delivered under the plan of merger.

2. The authorized but unissued shares or the treasury shares of common stock of the
continuing association or corporation to be issued or delivered under the plan of merger
plus those initially issuable on conversion of any other shares, securities and
obligations to be issued or delivered under the plan do not exceed twenty per cent of the
shares of common stock of the association or corporation outstanding immediately before
the effective date of the merger. If a plan of merger is adopted pursuant to this
subsection, a statement that the plan has been so adopted and that, as of the date of the
statement, the outstanding shares of the continuing association or corporation were such
as to render this subsection applicable shall be certified by the president or
vice-president and attested by the secretary and shall be attached to the plan of
merger. The plan so approved and the statement described in this subsection shall be
filed in duplicate with the superintendent.

G. The merger shall become effective upon the filing with the corporation
commission of the certificate of merger in the same manner as articles of incorporation,
and the recording of a copy thereof certified by the corporation commission in each
county in this state in which the business office of any of the merging associations or
corporations was located, and in the county in which the business office of the
continuing association or corporation is located, if any.

H. The expenses of any examination made by or at the direction of the
superintendent in connection with a proposed merger shall be paid by the merging
association or corporation in accordance with the fees fixed for special examination by
section 6-125.

I. If the continuing association or corporation is to be governed by the laws of
any jurisdiction other than this state, it shall comply with the applicable provisions of
the laws under which it is organized and shall comply with the laws of this state with
respect to foreign corporations if it is to transact business in this state.