State Codes and Statutes

Statutes > California > Fin > 5750-5762

FINANCIAL CODE
SECTION 5750-5762



5750.  (a) Pursuant to a plan or agreement (referred to as
"agreement" in this article) adopted by the board of directors and
approved by the commissioner as fair, just and equitable, and as
adequately protecting the interests of the association, its members,
or stockholders, its savings account holders and the public, an
association shall have the power to reorganize or to merge or
consolidate with or transfer all or substantially all its assets to
another association or federal association, or any other corporation,
provided that the principal terms of the plan of the reorganization,
merger, consolidation, or transfer shall, in the case of a stock
association, be approved at an annual meeting or at any special
meeting, or by the written consent of the stockholders voting on the
action, by not less than a majority of the total number of votes
eligible to be cast. In the case of a mutual association, if required
by the commissioner, the principal terms of such a plan shall be
approved by members representing not less than a majority of the
voting power.
   (b) In all cases the survivor association shall succeed to all the
rights, obligations, and relations of the constituent associations.
   (c) As a step in a plan of the reorganization, merger,
consolidation, or transfer under this section, an interim corporation
may be formed. As used in this section, "interim corporation" means
a corporation formed to facilitate the acquisition of 100 percent of
the voting stock of an existing association or other insured stock
institution by or for a newly formed company or an existing savings
and loan holding company or to facilitate any other transaction the
commissioner may approve.



5751.  At the sole discretion of the commissioner a public hearing
may be held on applications filed under this article, in accordance
with procedures established by the commissioner by regulation.



5752.  Applications filed under this article shall be accompanied by
any applicable filing fee prescribed by the commissioner pursuant to
Section 9001.


5753.  The provisions of Chapter 13 (commencing with Section 1300)
of Division 1 of Title 1 of the Corporations Code shall apply only to
stockholders and shares of stock owned by them in the association
being merged, or where assets are being transferred into a surviving
association, or where a merger or transfer is approved under the
provisions of this article by written consent of the stockholders.




5754.  In a merger the agreement shall state any matters with
respect to which the articles of the surviving association are deemed
amended and the articles shall be amended accordingly, without any
further proceedings, upon the effective date of the merger, but with
respect to any amendments, the agreement shall meet the requirements
of Section 907 of the Corporations Code in identifying any provisions
to be amended, stricken, or added and shall set forth in full the
wording of the provision as amended or added or the wording of the
amended articles if they be amended in full.



5755.  When a merger or consolidation agreement has been approved by
the directors and the stockholders or members of an association, the
association shall mail notice of the approval to each of its
stockholders or members at least 10 days before filing the
certificate as provided in this section unless the consents of all
stockholders or members entitled to vote have been solicited and
received in writing.
   After approval by the directors and stockholders or members has
been given, the association shall prepare and submit to the
commissioner for written approval a certificate in the form of an
officers' certificate (Section 173 of the Corporations Code) which
shall set forth the following:
   (a) An identification of the agreement of merger or consolidation
by reference to names of parties and date.
   (b) That the agreement was approved by the board of directors of
the association.
   (c) The total number of outstanding shares of each class of stock
entitled to vote, or in the case of a mutual association the total
value of accounts outstanding.
   (d) That the principal terms of the agreement were approved by the
vote or written consent of a number of shares of each class of stock
which equaled or exceeded the vote required, or in the case of a
mutual association that approval by the members was not required by
the commissioner or that the principal terms of the agreement were
approved by the vote or written consent of members holding a total
value of accounts which equaled or exceeded the vote required.
   (e) The percentage vote required of each class.
   (f) That the agreement for merger or consolidation submitted to
the commissioner for written approval and for filing with the
Secretary of State concurrently with this certificate is the
agreement hereinabove referred.
   (g) Any additional matters that the commissioner may require.



5756.  Any amendment to a merger or consolidation agreement may be
adopted, and the agreement so amended may be approved at the meeting
of the stockholders or members of any of the associations or by
written consent of the stockholders or members, in the same manner
and by the same vote as the original agreement. If the agreement so
amended is approved at a meeting or by written consent by the
stockholders or members and by the board of directors of each of the
associations by the vote or written consent required for approval of
the original agreement, the agreement so amended shall be signed and
acknowledged and shall have certified therewith the approval of the
directors and of the stockholders or members in the same manner as
provided for in the original agreement, and shall then constitute the
merging or consolidating agreement.



5757.  Notwithstanding any other provision of law, the approval of
transactions under this article shall not be required by any
borrowers or by holders of savings accounts in associations that
issue stock.


5758.  The executed agreement, or an executed counterpart of it and
the respective certificate of each constituent association or any
other corporation and of the surviving association shall be filed
with the Secretary of State. Neither the agreement nor any
certificate shall be filed, however, unless the commissioner's
written approval is attached. The effective date of the merger or
consolidation under this article shall be the date of the filing with
the Secretary of State of the copy of the approved agreement of
merger or consolidation. A copy of the approved agreement certified
by the Secretary of State shall be filed with the commissioner.
   If the resulting association is a federal association, the
effective date of merger shall be the date the merger is effective
under regulations of the Office of Thrift Supervision.



5759.  An association may acquire all or at least 90 percent of the
issued and outstanding stock of another association, or any other
corporation, with the prior written approval of the commissioner upon
conditions that the commissioner may impose as a step in a plan of
merger to be approved by the commissioner. The acquisition of stock
shall be upon terms as may be approved by the board of directors of
the acquiring association and ratified by the vote or written consent
of holders of a majority of the outstanding stock of each class of
stockholders of the acquiring association.



5760.  (a) Any association, owning all the outstanding stock of any
corporation, may merge its wholly owned subsidiary corporation if the
laws under which the subsidiary corporation exists permit a merger
as this section provides. The association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That it owns all the outstanding stock of the merged
corporation.
   (2) A copy of the resolution adopted by its board of directors to
merge the corporation, and to assume all of its obligations.
   (3) The time and place of the meeting of the board of directors at
which the resolution was adopted, and the vote by which it was
adopted.
   (b) If an association owns less than all the outstanding stock but
at least 90 percent of the outstanding shares of stock of each class
of a corporation or corporations, domestic or foreign, the merger of
the subsidiary corporation or corporations into the parent
association may be effected by resolutions adopted by the boards of
the parent and each subsidiary corporation, and the filing of a
certificate of ownership as provided in subdivision (d). The
resolution of the board of the parent association shall provide for
the merger, shall provide that the parent association assumes all the
liabilities of each subsidiary corporation and shall set forth the
securities, cash property or rights to be issued, paid, delivered or
granted by the parent association upon surrender of each share of
stock of each subsidiary corporation not owned by the parent
association. The resolution of the board of each subsidiary
corporation shall approve the fairness of the consideration to be
received for each share of stock of the subsidiary corporation not
owned by the parent association.
   (c) Notwithstanding any other provision of law, in any merger
pursuant to this section, the parent association may change its name
regardless of whether the name so adopted is the same or similar to
that of one of the disappearing associations. In this case the
resolution shall provide for the amendment of articles to change the
name.
   (d) After adoption of the resolution or resolutions of merger, as
provided under subdivision (b), the association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That the association owns at least 90 percent of the
outstanding stock of the merged corporations.
   (2) A copy of the resolution adopted by the association's board of
directors to merge the corporation, to assume all of its
obligations, and including the resolution for a change of name if
applicable.
   (3) A copy of the resolution or resolutions adopted by the board
of each subsidiary corporation, if required.
   (4) The time and place of the meeting of the boards of directors
of the parent and the subsidiary at which the resolutions were
adopted, and the vote by which they were adopted.
   (e) In the event all of the outstanding shares of stock of a
subsidiary domestic corporation party to a merger effected under this
section are not owned by the parent association immediately prior to
the merger, the parent association shall, at least 20 days before
the effective date of the merger, give notice to each stockholder of
the subsidiary corporation that the merger will become effective on
or after a specific date, which notice shall contain (1) a copy of
the resolutions of the boards of directors of the parent and the
subsidiary required by subdivision (b) above and (2) the information
which must accompany the notice required by subdivision (a) of
Section 1301 of the Corporations Code. The notice shall be sent by
mail addressed to the stockholder at the address of the stockholder
as it appears on the records of the corporation. The stockholder
shall have the right to demand payment of cash for the shares of
stock of the stockholder pursuant to the provisions of Chapter 13
(commencing with Section 1300) of Division 1 of Title 1 of the
Corporations Code.
   (f) If a merger authorized by this section is approved, the
commissioner shall attach to the certificate written approval, and
the certificate shall be filed with the Secretary of State. A copy of
the approved certificate certified by the Secretary of State shall
be filed with the commissioner. Thereupon, all of the estate,
property, rights, privileges, and franchises of the merged
corporation shall vest in and be held and enjoyed by the parent
association as fully as the same were before held and enjoyed by the
merged corporation, but subject to all the liabilities and
obligations of the merged corporation and the rights of all
creditors. The parent association shall not, however, thereby acquire
the right to engage in any business or to exercise any right,
privilege, or franchise of a kind which it could not lawfully engage
in or exercise under the provisions of this division. The parent
association shall be deemed to have assumed all the liabilities and
obligations of the merged corporation, and shall be liable in the
same manner as if it had itself incurred the liabilities and
obligations.
   (g) If the merged subsidiary is a domestic corporation, a copy of
the certificate shall be filed in the office of the Secretary of
State on behalf of the subsidiary corporation. If the merged
subsidiary is a foreign corporation qualified for the transaction of
intrastate business in this state there shall be filed in the office
of the Secretary of State on behalf of the foreign subsidiary a
certificate of surrender and right to transact intrastate business as
provided in Section 2112 of the Corporations Code.



5761.  The directors of an association may, in their discretion,
abandon a transaction under this article, subject to the rights of
third parties under any contracts relating thereto, without further
action or approval by the stockholders or members of the association,
at any time before the transaction has been completed.




5762.  The commissioner may adopt rules and regulations relating to
any transaction regulated by this article.


State Codes and Statutes

Statutes > California > Fin > 5750-5762

FINANCIAL CODE
SECTION 5750-5762



5750.  (a) Pursuant to a plan or agreement (referred to as
"agreement" in this article) adopted by the board of directors and
approved by the commissioner as fair, just and equitable, and as
adequately protecting the interests of the association, its members,
or stockholders, its savings account holders and the public, an
association shall have the power to reorganize or to merge or
consolidate with or transfer all or substantially all its assets to
another association or federal association, or any other corporation,
provided that the principal terms of the plan of the reorganization,
merger, consolidation, or transfer shall, in the case of a stock
association, be approved at an annual meeting or at any special
meeting, or by the written consent of the stockholders voting on the
action, by not less than a majority of the total number of votes
eligible to be cast. In the case of a mutual association, if required
by the commissioner, the principal terms of such a plan shall be
approved by members representing not less than a majority of the
voting power.
   (b) In all cases the survivor association shall succeed to all the
rights, obligations, and relations of the constituent associations.
   (c) As a step in a plan of the reorganization, merger,
consolidation, or transfer under this section, an interim corporation
may be formed. As used in this section, "interim corporation" means
a corporation formed to facilitate the acquisition of 100 percent of
the voting stock of an existing association or other insured stock
institution by or for a newly formed company or an existing savings
and loan holding company or to facilitate any other transaction the
commissioner may approve.



5751.  At the sole discretion of the commissioner a public hearing
may be held on applications filed under this article, in accordance
with procedures established by the commissioner by regulation.



5752.  Applications filed under this article shall be accompanied by
any applicable filing fee prescribed by the commissioner pursuant to
Section 9001.


5753.  The provisions of Chapter 13 (commencing with Section 1300)
of Division 1 of Title 1 of the Corporations Code shall apply only to
stockholders and shares of stock owned by them in the association
being merged, or where assets are being transferred into a surviving
association, or where a merger or transfer is approved under the
provisions of this article by written consent of the stockholders.




5754.  In a merger the agreement shall state any matters with
respect to which the articles of the surviving association are deemed
amended and the articles shall be amended accordingly, without any
further proceedings, upon the effective date of the merger, but with
respect to any amendments, the agreement shall meet the requirements
of Section 907 of the Corporations Code in identifying any provisions
to be amended, stricken, or added and shall set forth in full the
wording of the provision as amended or added or the wording of the
amended articles if they be amended in full.



5755.  When a merger or consolidation agreement has been approved by
the directors and the stockholders or members of an association, the
association shall mail notice of the approval to each of its
stockholders or members at least 10 days before filing the
certificate as provided in this section unless the consents of all
stockholders or members entitled to vote have been solicited and
received in writing.
   After approval by the directors and stockholders or members has
been given, the association shall prepare and submit to the
commissioner for written approval a certificate in the form of an
officers' certificate (Section 173 of the Corporations Code) which
shall set forth the following:
   (a) An identification of the agreement of merger or consolidation
by reference to names of parties and date.
   (b) That the agreement was approved by the board of directors of
the association.
   (c) The total number of outstanding shares of each class of stock
entitled to vote, or in the case of a mutual association the total
value of accounts outstanding.
   (d) That the principal terms of the agreement were approved by the
vote or written consent of a number of shares of each class of stock
which equaled or exceeded the vote required, or in the case of a
mutual association that approval by the members was not required by
the commissioner or that the principal terms of the agreement were
approved by the vote or written consent of members holding a total
value of accounts which equaled or exceeded the vote required.
   (e) The percentage vote required of each class.
   (f) That the agreement for merger or consolidation submitted to
the commissioner for written approval and for filing with the
Secretary of State concurrently with this certificate is the
agreement hereinabove referred.
   (g) Any additional matters that the commissioner may require.



5756.  Any amendment to a merger or consolidation agreement may be
adopted, and the agreement so amended may be approved at the meeting
of the stockholders or members of any of the associations or by
written consent of the stockholders or members, in the same manner
and by the same vote as the original agreement. If the agreement so
amended is approved at a meeting or by written consent by the
stockholders or members and by the board of directors of each of the
associations by the vote or written consent required for approval of
the original agreement, the agreement so amended shall be signed and
acknowledged and shall have certified therewith the approval of the
directors and of the stockholders or members in the same manner as
provided for in the original agreement, and shall then constitute the
merging or consolidating agreement.



5757.  Notwithstanding any other provision of law, the approval of
transactions under this article shall not be required by any
borrowers or by holders of savings accounts in associations that
issue stock.


5758.  The executed agreement, or an executed counterpart of it and
the respective certificate of each constituent association or any
other corporation and of the surviving association shall be filed
with the Secretary of State. Neither the agreement nor any
certificate shall be filed, however, unless the commissioner's
written approval is attached. The effective date of the merger or
consolidation under this article shall be the date of the filing with
the Secretary of State of the copy of the approved agreement of
merger or consolidation. A copy of the approved agreement certified
by the Secretary of State shall be filed with the commissioner.
   If the resulting association is a federal association, the
effective date of merger shall be the date the merger is effective
under regulations of the Office of Thrift Supervision.



5759.  An association may acquire all or at least 90 percent of the
issued and outstanding stock of another association, or any other
corporation, with the prior written approval of the commissioner upon
conditions that the commissioner may impose as a step in a plan of
merger to be approved by the commissioner. The acquisition of stock
shall be upon terms as may be approved by the board of directors of
the acquiring association and ratified by the vote or written consent
of holders of a majority of the outstanding stock of each class of
stockholders of the acquiring association.



5760.  (a) Any association, owning all the outstanding stock of any
corporation, may merge its wholly owned subsidiary corporation if the
laws under which the subsidiary corporation exists permit a merger
as this section provides. The association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That it owns all the outstanding stock of the merged
corporation.
   (2) A copy of the resolution adopted by its board of directors to
merge the corporation, and to assume all of its obligations.
   (3) The time and place of the meeting of the board of directors at
which the resolution was adopted, and the vote by which it was
adopted.
   (b) If an association owns less than all the outstanding stock but
at least 90 percent of the outstanding shares of stock of each class
of a corporation or corporations, domestic or foreign, the merger of
the subsidiary corporation or corporations into the parent
association may be effected by resolutions adopted by the boards of
the parent and each subsidiary corporation, and the filing of a
certificate of ownership as provided in subdivision (d). The
resolution of the board of the parent association shall provide for
the merger, shall provide that the parent association assumes all the
liabilities of each subsidiary corporation and shall set forth the
securities, cash property or rights to be issued, paid, delivered or
granted by the parent association upon surrender of each share of
stock of each subsidiary corporation not owned by the parent
association. The resolution of the board of each subsidiary
corporation shall approve the fairness of the consideration to be
received for each share of stock of the subsidiary corporation not
owned by the parent association.
   (c) Notwithstanding any other provision of law, in any merger
pursuant to this section, the parent association may change its name
regardless of whether the name so adopted is the same or similar to
that of one of the disappearing associations. In this case the
resolution shall provide for the amendment of articles to change the
name.
   (d) After adoption of the resolution or resolutions of merger, as
provided under subdivision (b), the association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That the association owns at least 90 percent of the
outstanding stock of the merged corporations.
   (2) A copy of the resolution adopted by the association's board of
directors to merge the corporation, to assume all of its
obligations, and including the resolution for a change of name if
applicable.
   (3) A copy of the resolution or resolutions adopted by the board
of each subsidiary corporation, if required.
   (4) The time and place of the meeting of the boards of directors
of the parent and the subsidiary at which the resolutions were
adopted, and the vote by which they were adopted.
   (e) In the event all of the outstanding shares of stock of a
subsidiary domestic corporation party to a merger effected under this
section are not owned by the parent association immediately prior to
the merger, the parent association shall, at least 20 days before
the effective date of the merger, give notice to each stockholder of
the subsidiary corporation that the merger will become effective on
or after a specific date, which notice shall contain (1) a copy of
the resolutions of the boards of directors of the parent and the
subsidiary required by subdivision (b) above and (2) the information
which must accompany the notice required by subdivision (a) of
Section 1301 of the Corporations Code. The notice shall be sent by
mail addressed to the stockholder at the address of the stockholder
as it appears on the records of the corporation. The stockholder
shall have the right to demand payment of cash for the shares of
stock of the stockholder pursuant to the provisions of Chapter 13
(commencing with Section 1300) of Division 1 of Title 1 of the
Corporations Code.
   (f) If a merger authorized by this section is approved, the
commissioner shall attach to the certificate written approval, and
the certificate shall be filed with the Secretary of State. A copy of
the approved certificate certified by the Secretary of State shall
be filed with the commissioner. Thereupon, all of the estate,
property, rights, privileges, and franchises of the merged
corporation shall vest in and be held and enjoyed by the parent
association as fully as the same were before held and enjoyed by the
merged corporation, but subject to all the liabilities and
obligations of the merged corporation and the rights of all
creditors. The parent association shall not, however, thereby acquire
the right to engage in any business or to exercise any right,
privilege, or franchise of a kind which it could not lawfully engage
in or exercise under the provisions of this division. The parent
association shall be deemed to have assumed all the liabilities and
obligations of the merged corporation, and shall be liable in the
same manner as if it had itself incurred the liabilities and
obligations.
   (g) If the merged subsidiary is a domestic corporation, a copy of
the certificate shall be filed in the office of the Secretary of
State on behalf of the subsidiary corporation. If the merged
subsidiary is a foreign corporation qualified for the transaction of
intrastate business in this state there shall be filed in the office
of the Secretary of State on behalf of the foreign subsidiary a
certificate of surrender and right to transact intrastate business as
provided in Section 2112 of the Corporations Code.



5761.  The directors of an association may, in their discretion,
abandon a transaction under this article, subject to the rights of
third parties under any contracts relating thereto, without further
action or approval by the stockholders or members of the association,
at any time before the transaction has been completed.




5762.  The commissioner may adopt rules and regulations relating to
any transaction regulated by this article.



State Codes and Statutes

State Codes and Statutes

Statutes > California > Fin > 5750-5762

FINANCIAL CODE
SECTION 5750-5762



5750.  (a) Pursuant to a plan or agreement (referred to as
"agreement" in this article) adopted by the board of directors and
approved by the commissioner as fair, just and equitable, and as
adequately protecting the interests of the association, its members,
or stockholders, its savings account holders and the public, an
association shall have the power to reorganize or to merge or
consolidate with or transfer all or substantially all its assets to
another association or federal association, or any other corporation,
provided that the principal terms of the plan of the reorganization,
merger, consolidation, or transfer shall, in the case of a stock
association, be approved at an annual meeting or at any special
meeting, or by the written consent of the stockholders voting on the
action, by not less than a majority of the total number of votes
eligible to be cast. In the case of a mutual association, if required
by the commissioner, the principal terms of such a plan shall be
approved by members representing not less than a majority of the
voting power.
   (b) In all cases the survivor association shall succeed to all the
rights, obligations, and relations of the constituent associations.
   (c) As a step in a plan of the reorganization, merger,
consolidation, or transfer under this section, an interim corporation
may be formed. As used in this section, "interim corporation" means
a corporation formed to facilitate the acquisition of 100 percent of
the voting stock of an existing association or other insured stock
institution by or for a newly formed company or an existing savings
and loan holding company or to facilitate any other transaction the
commissioner may approve.



5751.  At the sole discretion of the commissioner a public hearing
may be held on applications filed under this article, in accordance
with procedures established by the commissioner by regulation.



5752.  Applications filed under this article shall be accompanied by
any applicable filing fee prescribed by the commissioner pursuant to
Section 9001.


5753.  The provisions of Chapter 13 (commencing with Section 1300)
of Division 1 of Title 1 of the Corporations Code shall apply only to
stockholders and shares of stock owned by them in the association
being merged, or where assets are being transferred into a surviving
association, or where a merger or transfer is approved under the
provisions of this article by written consent of the stockholders.




5754.  In a merger the agreement shall state any matters with
respect to which the articles of the surviving association are deemed
amended and the articles shall be amended accordingly, without any
further proceedings, upon the effective date of the merger, but with
respect to any amendments, the agreement shall meet the requirements
of Section 907 of the Corporations Code in identifying any provisions
to be amended, stricken, or added and shall set forth in full the
wording of the provision as amended or added or the wording of the
amended articles if they be amended in full.



5755.  When a merger or consolidation agreement has been approved by
the directors and the stockholders or members of an association, the
association shall mail notice of the approval to each of its
stockholders or members at least 10 days before filing the
certificate as provided in this section unless the consents of all
stockholders or members entitled to vote have been solicited and
received in writing.
   After approval by the directors and stockholders or members has
been given, the association shall prepare and submit to the
commissioner for written approval a certificate in the form of an
officers' certificate (Section 173 of the Corporations Code) which
shall set forth the following:
   (a) An identification of the agreement of merger or consolidation
by reference to names of parties and date.
   (b) That the agreement was approved by the board of directors of
the association.
   (c) The total number of outstanding shares of each class of stock
entitled to vote, or in the case of a mutual association the total
value of accounts outstanding.
   (d) That the principal terms of the agreement were approved by the
vote or written consent of a number of shares of each class of stock
which equaled or exceeded the vote required, or in the case of a
mutual association that approval by the members was not required by
the commissioner or that the principal terms of the agreement were
approved by the vote or written consent of members holding a total
value of accounts which equaled or exceeded the vote required.
   (e) The percentage vote required of each class.
   (f) That the agreement for merger or consolidation submitted to
the commissioner for written approval and for filing with the
Secretary of State concurrently with this certificate is the
agreement hereinabove referred.
   (g) Any additional matters that the commissioner may require.



5756.  Any amendment to a merger or consolidation agreement may be
adopted, and the agreement so amended may be approved at the meeting
of the stockholders or members of any of the associations or by
written consent of the stockholders or members, in the same manner
and by the same vote as the original agreement. If the agreement so
amended is approved at a meeting or by written consent by the
stockholders or members and by the board of directors of each of the
associations by the vote or written consent required for approval of
the original agreement, the agreement so amended shall be signed and
acknowledged and shall have certified therewith the approval of the
directors and of the stockholders or members in the same manner as
provided for in the original agreement, and shall then constitute the
merging or consolidating agreement.



5757.  Notwithstanding any other provision of law, the approval of
transactions under this article shall not be required by any
borrowers or by holders of savings accounts in associations that
issue stock.


5758.  The executed agreement, or an executed counterpart of it and
the respective certificate of each constituent association or any
other corporation and of the surviving association shall be filed
with the Secretary of State. Neither the agreement nor any
certificate shall be filed, however, unless the commissioner's
written approval is attached. The effective date of the merger or
consolidation under this article shall be the date of the filing with
the Secretary of State of the copy of the approved agreement of
merger or consolidation. A copy of the approved agreement certified
by the Secretary of State shall be filed with the commissioner.
   If the resulting association is a federal association, the
effective date of merger shall be the date the merger is effective
under regulations of the Office of Thrift Supervision.



5759.  An association may acquire all or at least 90 percent of the
issued and outstanding stock of another association, or any other
corporation, with the prior written approval of the commissioner upon
conditions that the commissioner may impose as a step in a plan of
merger to be approved by the commissioner. The acquisition of stock
shall be upon terms as may be approved by the board of directors of
the acquiring association and ratified by the vote or written consent
of holders of a majority of the outstanding stock of each class of
stockholders of the acquiring association.



5760.  (a) Any association, owning all the outstanding stock of any
corporation, may merge its wholly owned subsidiary corporation if the
laws under which the subsidiary corporation exists permit a merger
as this section provides. The association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That it owns all the outstanding stock of the merged
corporation.
   (2) A copy of the resolution adopted by its board of directors to
merge the corporation, and to assume all of its obligations.
   (3) The time and place of the meeting of the board of directors at
which the resolution was adopted, and the vote by which it was
adopted.
   (b) If an association owns less than all the outstanding stock but
at least 90 percent of the outstanding shares of stock of each class
of a corporation or corporations, domestic or foreign, the merger of
the subsidiary corporation or corporations into the parent
association may be effected by resolutions adopted by the boards of
the parent and each subsidiary corporation, and the filing of a
certificate of ownership as provided in subdivision (d). The
resolution of the board of the parent association shall provide for
the merger, shall provide that the parent association assumes all the
liabilities of each subsidiary corporation and shall set forth the
securities, cash property or rights to be issued, paid, delivered or
granted by the parent association upon surrender of each share of
stock of each subsidiary corporation not owned by the parent
association. The resolution of the board of each subsidiary
corporation shall approve the fairness of the consideration to be
received for each share of stock of the subsidiary corporation not
owned by the parent association.
   (c) Notwithstanding any other provision of law, in any merger
pursuant to this section, the parent association may change its name
regardless of whether the name so adopted is the same or similar to
that of one of the disappearing associations. In this case the
resolution shall provide for the amendment of articles to change the
name.
   (d) After adoption of the resolution or resolutions of merger, as
provided under subdivision (b), the association shall submit to the
commissioner for approval a certificate of ownership in its name
signed by its president or a vice president, and its secretary or an
assistant secretary, which shall be verified by their affidavit,
stating, in effect, that the matters set forth in the certificate are
true of their own knowledge. The certificate shall set forth:
   (1) That the association owns at least 90 percent of the
outstanding stock of the merged corporations.
   (2) A copy of the resolution adopted by the association's board of
directors to merge the corporation, to assume all of its
obligations, and including the resolution for a change of name if
applicable.
   (3) A copy of the resolution or resolutions adopted by the board
of each subsidiary corporation, if required.
   (4) The time and place of the meeting of the boards of directors
of the parent and the subsidiary at which the resolutions were
adopted, and the vote by which they were adopted.
   (e) In the event all of the outstanding shares of stock of a
subsidiary domestic corporation party to a merger effected under this
section are not owned by the parent association immediately prior to
the merger, the parent association shall, at least 20 days before
the effective date of the merger, give notice to each stockholder of
the subsidiary corporation that the merger will become effective on
or after a specific date, which notice shall contain (1) a copy of
the resolutions of the boards of directors of the parent and the
subsidiary required by subdivision (b) above and (2) the information
which must accompany the notice required by subdivision (a) of
Section 1301 of the Corporations Code. The notice shall be sent by
mail addressed to the stockholder at the address of the stockholder
as it appears on the records of the corporation. The stockholder
shall have the right to demand payment of cash for the shares of
stock of the stockholder pursuant to the provisions of Chapter 13
(commencing with Section 1300) of Division 1 of Title 1 of the
Corporations Code.
   (f) If a merger authorized by this section is approved, the
commissioner shall attach to the certificate written approval, and
the certificate shall be filed with the Secretary of State. A copy of
the approved certificate certified by the Secretary of State shall
be filed with the commissioner. Thereupon, all of the estate,
property, rights, privileges, and franchises of the merged
corporation shall vest in and be held and enjoyed by the parent
association as fully as the same were before held and enjoyed by the
merged corporation, but subject to all the liabilities and
obligations of the merged corporation and the rights of all
creditors. The parent association shall not, however, thereby acquire
the right to engage in any business or to exercise any right,
privilege, or franchise of a kind which it could not lawfully engage
in or exercise under the provisions of this division. The parent
association shall be deemed to have assumed all the liabilities and
obligations of the merged corporation, and shall be liable in the
same manner as if it had itself incurred the liabilities and
obligations.
   (g) If the merged subsidiary is a domestic corporation, a copy of
the certificate shall be filed in the office of the Secretary of
State on behalf of the subsidiary corporation. If the merged
subsidiary is a foreign corporation qualified for the transaction of
intrastate business in this state there shall be filed in the office
of the Secretary of State on behalf of the foreign subsidiary a
certificate of surrender and right to transact intrastate business as
provided in Section 2112 of the Corporations Code.



5761.  The directors of an association may, in their discretion,
abandon a transaction under this article, subject to the rights of
third parties under any contracts relating thereto, without further
action or approval by the stockholders or members of the association,
at any time before the transaction has been completed.




5762.  The commissioner may adopt rules and regulations relating to
any transaction regulated by this article.


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