CHAPTER 7. MERGER AND CONSOLIDATION OF BANKS, TRUST COMPANIES, AND BUILDING AND LOAN ASSOCIATIONS
IC 28-1-7
Chapter 7. Merger and Consolidation of Banks, Trust Companies,and Building and Loan Associations
IC 28-1-7-0.5
Approval of department not required
Sec. 0.5. The approval of the department of an:
(1) agreement of merger; or
(2) agreement of consolidation;
is not required under this chapter if the corporation surviving themerger or consolidation is an institution organized or reorganizedunder the laws of the United States or a state (as defined inIC 28-2-17-19) other than Indiana.
As added by P.L.122-1994, SEC.41. Amended by P.L.171-1996,SEC.2.
IC 28-1-7-1
"Corporation" defined; authorization to merge or consolidate;merger or consolidation of corporation and affiliate
Sec. 1. (a) As used in this chapter, "corporation" means:
(1) a bank;
(2) a trust company;
(3) a corporate fiduciary;
(4) a savings bank organized, reorganized, or formed as a resultof a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintainsfederal deposit insurance.
(b) Any two (2) or more corporations that are organized orreorganized under the laws of any state (as defined in IC 28-2-17-19)or of the United States may merge into one (1) of such corporations,or may consolidate into a new corporation, to be organized underIC 28-12, by complying with the provisions of this chapter.
(c) A savings bank organized before January 1, 1993, may undersection 25 of this chapter merge, consolidate, or join together witha bank or trust company. Except as provided in section 25 of thischapter, all other provisions of this chapter apply to the merger,consolidation, or joining together.
(d) A corporation organized or reorganized under the laws of astate (as defined in IC 28-2-17-19) or of the United States may mergeor consolidate with one (1) or more of its affiliates (as defined inIC 28-1-18.2-1) by complying with all the provisions of this chapter.In effecting a merger or consolidation between a corporation and anaffiliate, this chapter applies as if the affiliate were a corporationexcept that a noncorporation survivor of a merger or consolidationdoes not retain powers of the corporation.
(Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23.) As amendedby P.L.263-1983, SEC.1; P.L.122-1994, SEC.42; P.L.262-1995,SEC.9; P.L.171-1996, SEC.3; P.L.192-1997, SEC.2; P.L.79-1998,SEC.36; P.L.35-2010, SEC.112.
IC 28-1-7-2
Manner of effecting merger
Sec. 2. The merger of any two (2) or more corporations shall beeffected in the following manner. The board of directors of eachcorporation shall, by a resolution, approve a joint agreement ofmerger setting forth the following:
(a) The names of the corporations proposing to merge, and thename of the corporation into which such corporations proposeto merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capitalstock of each corporation into the shares of the survivingcorporation, or, in whole or in part, into cash, property, shares,or other securities or obligations of any other corporation.
(d) A restatement of such provisions of the articles ofincorporation of the surviving corporation as may be deemednecessary.
(e) Such other provisions with respect to the proposed mergeras may be deemed necessary.
(Formerly: Acts 1933, c.40, s.115.) As amended by Acts 1979,P.L.257, SEC.1; P.L.141-1984, SEC.3; P.L.122-1994, SEC.43.
IC 28-1-7-3
Resolution of approving agreement; direction for submission tovote of shareholders
Sec. 3. The resolutions of the boards of directors shall direct thatthe agreement be submitted to a vote of the shareholders of thecorporations at an annual or a special meeting. If the meeting is to bean annual meeting, notice of the submission of the agreement shallbe included in the notice of the annual meeting. If the meeting is aspecial meeting, the special meeting shall be called by the resolutiondesignating the meeting, and notice of the meeting shall be given atthe time and in the manner provided in IC 28-13-5-8. A copy of theproposed agreement of merger shall be included with the notice ofthe annual or special meeting.
(Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4.) Asamended by P.L.263-1985, SEC.26; P.L.14-1992, SEC.67;P.L.122-1994, SEC.44.
IC 28-1-7-4
Department's approval of joint agreement of merger
Sec. 4. (a) After the resolutions approving a joint agreement ofmerger have been adopted by the board of directors of each of thecorporations, such resolutions and joint agreement shall be submittedfor approval by the department. The department may, in itsdiscretion, approve or disapprove the resolution and joint agreement.
(b) In deciding whether to approve or disapprove a resolution andjoint agreement under this section, the department shall consider thefollowing factors:
(1) Whether the institutions subject to the proposed transaction
are operated in a safe, sound, and prudent manner.
(2) Whether the financial condition of any institution subject tothe proposed transaction will jeopardize the financial stabilityof any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter willresult in an institution that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
(4) Whether the proposed transaction, in the department'sjudgment and considering the available information under theprevailing circumstances, will result in an institution that ismore favorable to the stakeholders than if the entities were toremain separate.
(5) Whether the management or other principals of theinstitution that will result from the proposed transaction underthis chapter are qualified by character and financialresponsibility to control and operate in a legal and propermanner the resulting institution.
(6) Whether the institutions subject to the proposed transactionunder this chapter furnish all the information the departmentrequires in reaching the department's decision.
(Formerly: Acts 1933, c.40, s.117.) As amended by P.L.263-1985,SEC.27; P.L.14-1992, SEC.68; P.L.122-1994, SEC.45;P.L.171-1996, SEC.4; P.L.90-2008, SEC.21; P.L.35-2010, SEC.113.
IC 28-1-7-5
Submission of merger agreement; vote required
Sec. 5. The agreement of merger shall be submitted to a vote ofthe shareholders of each corporation, at the meeting directed by theresolution of the board of directors of each corporation, and theagreement shall be adopted by each corporation upon receiving theaffirmative votes of the holders of a majority of the outstandingshares of the capital stock of the corporation. A mutual savingsassociation or mutual savings bank shall adopt the agreement uponreceiving the affirmative vote of fifty-one percent (51%) or more ofthe votes cast at the meeting called to consider such agreement ofmerger.
(Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1.) Asamended by P.L.122-1994, SEC.46; P.L.79-1998, SEC.37;P.L.90-2008, SEC.22.
IC 28-1-7-6
Notice of adoption of agreement and approval by department
Sec. 6. The secretary or cashier of each corporation shall promptlydeliver or mail a written or printed notice of the adoption of theagreement and the approval by the department to each shareholder ofrecord.
(Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5.) Asamended by P.L.122-1994, SEC.47.
IC 28-1-7-7Repealed
(Repealed by P.L.14-1992, SEC.165.)
IC 28-1-7-8
Execution of merger agreement; administrative approval;abandonment of planned merger
Sec. 8. (a) After the adoption of the agreement of merger by theshareholders, the agreement shall be signed on behalf of eachcorporation by:
(1) its president or a vice president; and
(2) its secretary or cashier.
(b) If the department considers it to be advisable and in the bestinterests of the creditors and shareholders of any two (2) or moremerging corporations, the corporations may merge by complyingwith the provisions of this chapter other than sections 3 and 5 of thischapter. However, in a merger under this subsection, waivers of thenotice of meetings provided for in sections 3 and 5 of this chaptershall be procured from a majority of the shareholders of each of themerging corporations.
(c) A proposed merger may be abandoned (subject to contractualrights), without further shareholder action, in accordance with theprocedure set forth in the agreement of merger or, if none is set forth,in the manner determined by the board of directors for thecorporation that seeks to abandon the merger.
(Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7.) Asamended by P.L.263-1985, SEC.28; P.L.256-1989, SEC.2;P.L.122-1994, SEC.48.
IC 28-1-7-9
Execution and filing articles of merger
Sec. 9. (a) After the signing of the agreement of merger undersection 8 of this chapter, articles of merger shall be executed andfiled in the manner provided in this section, setting forth:
(1) the agreement of merger;
(2) the fact that the merger has been approved by thedepartment;
(3) the signatures of the corporations that are parties to theagreement;
(4) the manner of its adoption; and
(5) the vote by which adopted by each of the corporations.
(b) The articles of merger shall be signed on behalf of eachcorporation by its president or a vice president and by its secretaryor cashier and shall be acknowledged before a notary public. Thearticles of merger shall then be filed with the secretary of state.
(Formerly: Acts 1933, c.40, s.122.) As amended by P.L.263-1985,SEC.29; P.L.122-1994, SEC.49.
IC 28-1-7-10
Articles of merger; approval by secretary of state; issuance ofcertificate of merger Sec. 10. Upon the filing of the articles of merger, the secretary ofstate shall:
(1) endorse the approval of the secretary of state upon each ofthe copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of merger; and
(4) return the remaining copies of the approved articles,together with the certificate of merger, to the survivingcorporation or its designated agent.
(Formerly: Acts 1933, c.40, s.123.) As amended by P.L.122-1994,SEC.50.
IC 28-1-7-11
Consolidation; resolution approving joint agreements; contents
Sec. 11. The consolidation of any two (2) or more corporations,as authorized in section 1 of this chapter, shall be effected in thefollowing manner. The board of directors of each corporation shall,by a resolution adopted by a majority vote of the members of suchboard, approve a joint agreement of consolidation setting forth thefollowing:
(a) The names of the corporations proposing to consolidate andthe name of the new corporation into which they propose toconsolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation andthe manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capitalstock of each corporation into the shares of the newcorporation.
(d) With respect to the new corporation, all of the statementsrequired by IC 28-12-2 to be set forth in original articles ofincorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposedconsolidation as may be deemed necessary or desirable.
(Formerly: Acts 1933, c.40, s.124.) As amended by P.L.263-1985,SEC.30; P.L.14-1992, SEC.69.
IC 28-1-7-12
Consolidation; submission of resolutions and joint agreements todepartment; approval or disapproval
Sec. 12. (a) After the resolution approving a joint agreement ofconsolidation has been adopted by the board of directors of each ofthe corporations, the resolutions and joint agreement shall besubmitted to the department. The department may, in its discretion,approve or disapprove the resolutions and joint agreement.
(b) In deciding whether to approve or disapprove a transactionunder this chapter, the department shall consider the followingfactors:
(1) Whether the institutions subject to the proposed transactionare operated in a safe, sound, and prudent manner.
(2) Whether the financial condition of any institution subject to
the proposed transaction will jeopardize the financial stabilityof any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter willresult in an institution that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
(4) Whether the management or other principals of theinstitution that will result from the proposed transaction underthis chapter are qualified by character and financialresponsibility to control and operate in a legal and propermanner the resulting institution.
(5) Whether the public convenience and advantage will beserved by the resulting institution after the proposedtransaction.
(6) Whether the institutions subject to the proposed transactionunder this chapter furnish all the information the departmentrequires in reaching the department's decision.
(Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24.) Asamended by P.L.263-1985, SEC.31; P.L.14-1992, SEC.70;P.L.122-1994, SEC.51; P.L.171-1996, SEC.5; P.L.90-2008, SEC.23.
IC 28-1-7-13
Shareholders' votes on consolidation agreements
Sec. 13. The agreement of consolidation shall be submitted to avote of the shareholders of each corporation and shall be adoptedupon receiving the same affirmative votes, and the adoption shall befollowed by the same notice to shareholders as is prescribed insections 3, 5, and 6 of this chapter, as if the consolidation were amerger.
(Formerly: Acts 1933, c.40, s.126.) As amended by P.L.263-1985,SEC.32; P.L.122-1994, SEC.52; P.L.90-2008, SEC.24.
IC 28-1-7-14
Repealed
(Repealed by P.L.14-1992, SEC.165.)
IC 28-1-7-15
Execution of agreement
Sec. 15. Upon the adoption of the agreement of consolidation, theagreement shall be signed as provided in section 8 of this chapter.
(Formerly: Acts 1933, c.40, s.128.) As amended by P.L.263-1985,SEC.33; P.L.122-1994, SEC.53.
IC 28-1-7-16
Execution and filing articles of consolidation
Sec. 16. Upon the execution of the agreement of consolidation byall of the corporations that are parties to the agreement, articles ofconsolidation shall be executed and filed with the secretary of state.The articles of consolidation must set forth the factors prescribed insection 9 of this chapter as if the consolidation was a merger.
(Formerly: Acts 1933, c.40, s.129.) As amended by P.L.263-1985,
SEC.34; P.L.122-1994, SEC.54.
IC 28-1-7-17
Secretary of state; approval of articles of consolidation; issuanceof certificates of consolidation and incorporation
Sec. 17. Upon the filing of the articles of consolidation, thesecretary of state shall:
(1) endorse the approval of the secretary of state upon each ofthe copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of consolidation and incorporation to thenew corporation; and
(4) return the remaining copies of the approved articles ofconsolidation, together with the certificate of consolidation andincorporation, to the new corporation or to its designated agent.
(Formerly: Acts 1933, c.40, s.130.) As amended by P.L.122-1994,SEC.55.
IC 28-1-7-18
Effective date of merger or consolidation
Sec. 18. Upon the issuance of a certificate of merger or acertificate of consolidation and incorporation by the secretary ofstate, the merger or consolidation, as the case may be, shall beeffected.
(Formerly: Acts 1933, c.40, s.131.)
IC 28-1-7-19
Effect of merger or consolidation upon corporate structures,powers, privileges, and obligations
Sec. 19. When any such merger or consolidation shall have beeneffected, as provided in this chapter:
(a) the several corporations which are parties to the agreementof merger or of consolidation shall be a single corporation,which shall be:
(1) in case of a merger, the surviving corporation which is aparty to the agreement of merger into which it has beenagreed that the other corporations which are parties to theagreement shall be merged, which surviving corporationshall survive the merger; or
(2) in case of a consolidation, the new corporation intowhich it has been agreed that the corporations which areparties to the agreement of consolidation shall beconsolidated;
(b) the separate existence of all the corporations which areparties to the agreement of merger or consolidation, except thesurviving corporation in the case of a merger, shall cease;
(c) such single corporations shall have all of the rights,privileges, immunities, and powers and shall be subject to all ofthe duties and liabilities of a corporation organized underIC 28-1-4; (d) such single corporation shall thereupon and thereafterpossess all of the rights, privileges, immunities, powers, andfranchises which such corporation would possess if it wereorganized under the provisions of this article; all property, real,personal, and mixed, and all debts due on whatever account,including subscriptions to shares of capital stock, and all otherchoses in action, and all and every other interest, of orbelonging to or due to each of the corporations so merged orconsolidated, shall be taken and deemed to be transferred to andvested in such single corporation without further act or deed,and the title to any real estate, or any interest therein, under thelaws of this state vested in any of such corporations shall notrevert or be in any way impaired by reason of such merger orconsolidation;
(e) such single corporation shall thenceforth be responsible andliable for all the liabilities and obligations of each of thecorporations so merged or consolidated, in the same manner andto the same extent as if such single corporation had itselfincurred such liabilities and obligations, or contracted therefor,and any claim existing or any action or proceeding pending byor against any of such corporations may be prosecuted tojudgment as if such merger or consolidation had not takenplace, or such single corporation may be substituted in its place;neither the rights of creditors nor any liens upon the property ofany of such corporations shall be impaired by such merger orconsolidation, but such liens shall be limited to the propertyupon which they were liens immediately prior to the time ofsuch merger or consolidation, unless otherwise provided in theagreement of merger or consolidation and with the consent inwriting of the parties affected; and
(f) in case of a merger, the articles of incorporation of thesurviving corporation shall be supplanted and superseded to theextent, if any, that any provision or provisions of such articlesshall be restated in the agreement of merger as provided bysection 2(d) of this chapter, and such articles of incorporationshall be deemed to be thereby and to that extent amended. Incase of a consolidation, the statements set forth in theagreement of consolidation, as provided in section 11(d) of thischapter, shall be deemed to be the articles of incorporation ofthe new corporation formed by such consolidation.
(Formerly: Acts 1933, c.40, s.132.) As amended by P.L.263-1985,SEC.35.
IC 28-1-7-20
Recording articles of merger or consolidation
Sec. 20. The surviving or new corporation resulting from a mergeror consolidation shall, within ten (10) days after such merger orconsolidation becomes effective, file for record one (1) of the copiesof the articles of merger or consolidation bearing the endorsement ofthe approval of the secretary of state, or a copy of such agreement
and endorsement certified by the secretary of state, in the office ofthe recorder of each county in which the principal office of any ofthe corporations that are parties to the agreement is located.
(Formerly: Acts 1933, c.40, s.133.) As amended by P.L.263-1985,SEC.36; P.L.14-1992, SEC.71; P.L.122-1994, SEC.56.
IC 28-1-7-21
Dissenters' rights; notice; method of asserting rights; payment forshareholder's shares; withdrawal of demand; determination ofvalue; submission of certificates
Sec. 21. (a) A shareholder entitled to vote on the adoption of anagreement of merger or consolidation may dissent from the mergeror consolidation and obtain payment of the value of the shareholder'sshares in the manner provided in this section.
(b) If a proposed merger or consolidation is submitted to a vote ata shareholders' meeting, the meeting notice must state thatshareholders are or may be entitled to assert dissenters' rights underthis section.
(c) A shareholder who desires to assert dissenters' rights underthis section must:
(1) deliver to the corporation before the vote is taken writtennotice of the shareholder's demand for payment for theshareholder's shares if the proposed action is effected; and
(2) not vote the shareholder's shares in favor of the proposedaction.
(d) If the merger or consolidation is effected, the surviving or newcorporation shall pay to the shareholder, upon surrender of thecertificate or certificates representing the shareholder's shares, thevalue of the shares as of the day before the date on which the votewas taken approving the merger or consolidation. A shareholderfailing to satisfy the requirements of subsection (c) is not entitled topayment for the shareholder's shares under this section. Immediatelyafter the vote is taken approving the merger or consolidation, theshareholder, except as otherwise provided in subsection (e), isentitled to payment only as provided in this section, ceases to be ashareholder, and is not entitled to vote or to exercise any other rightsof a shareholder.
(e) A demand for payment made under subsection (c) may not bewithdrawn unless the corporation consents to the withdrawal. Withrespect to a shareholder who has made a demand for payment, theright of the shareholder to be paid the value of his shares ceases andhis status as a shareholder is restored without prejudice to anycorporate proceedings which may have been taken during theinterim, and the shares held by the shareholder shall be treated for allpurposes as if no objection and demand had been made by theshareholder, if:
(1) the shareholder's request to withdraw the shareholder'sdemand is consented to by the corporation;
(2) the merger or consolidation is abandoned;
(3) the shareholders revoke the authority to effect the merger or
consolidation;
(4) a petition for the determination of value by a court is notfiled within the time provided in this section; or
(5) a court of competent jurisdiction determines that theshareholder is not entitled to the relief provided by this section.
(f) Within ten (10) days after the merger or consolidation iseffected, the surviving or new corporation shall mail or deliverwritten notice of the date of that action to each dissentingshareholder who has made demand under this section. For purposesof giving this notice, the corporation shall use the shareholder'saddress which appears on the corporate records. In the notice thecorporation shall include a written offer to the shareholder to pay forthe shareholder's shares at a specified price considered by thecorporation to be the value of them. If within thirty (30) days afterthe date on which the merger or consolidation was effected the valueof the shares is agreed upon between a dissenting shareholder and thesurviving or new corporation, the surviving or new corporation shallmake payment to the shareholder for the shares. The surviving ornew corporation shall make the payment within ninety (90) days afterthe date on which the merger or consolidation was effected, uponsurrender of the certificate or certificates representing the shares.Upon payment of the agreed value, the dissenting shareholder ceasesto have any interest in the shares.
(g) If within the period of thirty (30) days a dissenting shareholderand the surviving or new corporation do not so agree, then either thecorporation or the dissenting shareholder may file a petition in anycircuit or superior court in the county in Indiana where the principaloffice of the corporation is located requesting that the courtdetermine the value of the shares. However, the petition must be filedwithin ninety (90) days after the effective date of the merger orconsolidation. Two (2) or more dissenting shareholders may join asplaintiffs or be joined as defendants in the action, and two (2) ormore actions may be transferred and consolidated to avoidinconsistent results and promote judicial economy. The jurisdictionof the court is plenary and exclusive.
(h) The court shall render judgment against the surviving or newcorporation for payment of an amount equal to the value of eachdissenting share multiplied by the number of dissenting shares thatany dissenting shareholder who is a party is entitled to require thesurviving or new corporation to purchase. The judgment is payableonly upon the endorsement and delivery to the surviving or newcorporation of the certificates for the shares described in thejudgment. Any party may appeal from the judgment.
(i) Within twenty (20) days after the merger or consolidation iseffected, the shareholder shall submit the certificate or certificatesrepresenting the shareholder's shares to the corporation for notationon the certificate or certificates that demand for payment has beenmade. The shareholder's failure to do so, at the option of thecorporation, terminates the shareholder's rights under this sectionunless a court of competent jurisdiction, for good and sufficient
cause shown, otherwise directs. If shares represented by a certificateon which notation has been so made are transferred, each newcertificate issued for those shares shall bear a similar notationtogether with the name of the original dissenting holder of the shares,and a transferee of the shares acquires by the transfer no rights in thecorporation other than those which the original dissentingshareholder had after making demand for payment of the value of theshares.
(Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9.) Asamended by P.L.238-1983, SEC.9; P.L.33-1991, SEC.13;P.L.14-1992, SEC.72; P.L.262-1995, SEC.10.
IC 28-1-7-22
Effect of merger or consolidation upon fiduciary status of party
Sec. 22. If any bank, bank of discount and deposit, trust company,savings bank, corporate fiduciary, or savings association:
(1) is acting as the administrator, coadministrator, executor,coexecutor, trustee, or cotrustee of or in respect to any estate ortrust, or as guardian of any person or estate which is beingadministered under the laws of this state; or
(2) has been named or designated as such in any will or otherexecuted writing;
such relation, and all other similar fiduciary relations, and all rights,privileges, duties, and obligations shall remain unimpaired, and shallcontinue with the surviving or single corporation, from the effectivedate of the merger or consolidation.
(Formerly: Acts 1933, c.40, s.135.) As amended by P.L.122-1994,SEC.57; P.L.262-1995, SEC.11; P.L.79-1998, SEC.38.
IC 28-1-7-23
Effect of merger or consolidation upon letters of administration orletters testamentary
Sec. 23. Nothing done in connection with the consolidation ormerger of any two (2) or more banks, banks of discount and deposit,trust companies, savings banks, corporate fiduciaries, or building andloan associations shall be deemed to be or to effect a renunciation orrevocation of any letters of administration or letters testamentary,pertaining to such relation, nor a removal or resignation from anysuch executorship or trusteeship or any other fiduciary relationship.
(Formerly: Acts 1933, c.40, s.136.) As amended by P.L.122-1994,SEC.58; P.L.262-1995, SEC.12.
IC 28-1-7-24
Repealed
(Repealed by P.L.122-1994, SEC.122.)
IC 28-1-7-25
Savings banks; request for order to merge, consolidate, or joinwith acquiring bank or trust company; requirements
Sec. 25. (a) A savings bank organized before January 1, 1993,
may request that the department order the savings bank to merge,consolidate, or join with an acquiring institution that is a bank, bankof discount and deposit, savings bank formed after December 31,1992, savings association, or trust company.
(b) A savings bank may make a request under subsection (a) onlyif its board of trustees has, at a regular or special meeting called forthat purpose, by a vote of at least two-thirds (2/3) of the thenqualified and acting trustees, adopted a resolution stating that in theopinion of the board, the merger, consolidation, or other joiningtogether is in the best interests of the depositors and other creditorsof the savings bank.
(c) The department may order a merger, consolidation, or otherjoining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive anyliquidating dividend upon the dissolution of the savings bank;and
(2) the acquiring institution is willing to be the survivingcorporation.
(d) The approval of the depositors of a savings bank organizedbefore January 1, 1993, is not required for a merger, consolidation,or joining together under this section.
(e) To facilitate a merger, consolidation, or joining together underthis section, the department may convert the charter, form ofownership, or operating powers of a savings bank into the charter,form of ownership, or operating powers of the acquiring institution.
As added by P.L.263-1983, SEC.2. Amended by P.L.122-1994,SEC.59; P.L.79-1998, SEC.39.