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 the
merger or consolidation is an institution organized or reorganized
under the laws of the United States or a state (as defined in
IC 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 result
of a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintains
federal deposit insurance.
(b) Any two (2) or more corporations that are organized or
reorganized 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 under
IC 28-12, by complying with the provisions of this chapter.
(c) A savings bank organized before January 1, 1993, may under
section 25 of this chapter merge, consolidate, or join together with
a bank or trust company. Except as provided in section 25 of this
chapter, all other provisions of this chapter apply to the merger,
consolidation, or joining together.
(d) A corporation organized or reorganized under the laws of a
state (as defined in IC 28-2-17-19) or of the United States may merge
or consolidate with one (1) or more of its affiliates (as defined in
IC 28-1-18.2-1) by complying with all the provisions of this chapter.
In effecting a merger or consolidation between a corporation and an
affiliate, this chapter applies as if the affiliate were a corporation
except that a noncorporation survivor of a merger or consolidation
does not retain powers of the corporation. (Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23.) As amended
by 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 be
effected in the following manner. The board of directors of each
corporation shall, by a resolution, approve a joint agreement of
merger setting forth the following:
(a) The names of the corporations proposing to merge, and the
name of the corporation into which such corporations propose
to merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the surviving
corporation, 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 of
incorporation of the surviving corporation as may be deemed
necessary.
(e) Such other provisions with respect to the proposed merger
as 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 to
vote of shareholders
Sec. 3. The resolutions of the boards of directors shall direct that
the agreement be submitted to a vote of the shareholders of the
corporations at an annual or a special meeting. If the meeting is to be
an annual meeting, notice of the submission of the agreement shall
be included in the notice of the annual meeting. If the meeting is a
special meeting, the special meeting shall be called by the resolution
designating the meeting, and notice of the meeting shall be given at
the time and in the manner provided in IC 28-13-5-8. A copy of the
proposed agreement of merger shall be included with the notice of
the annual or special meeting. (Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4.) As
amended 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 of
merger have been adopted by the board of directors of each of the
corporations, such resolutions and joint agreement shall be submitted
for approval by the department. The department may, in its
discretion, approve or disapprove the resolution and joint agreement.
(b) In deciding whether to approve or disapprove a resolution and
joint agreement under this section, the department shall consider the
following 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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the proposed transaction, in the department's
judgment and considering the available information under the
prevailing circumstances, will result in an institution that is
more favorable to the stakeholders than if the entities were to
remain separate.
(5) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires 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 of
the shareholders of each corporation, at the meeting directed by the
resolution of the board of directors of each corporation, and the
agreement shall be adopted by each corporation upon receiving the
affirmative votes of the holders of a majority of the outstanding
shares of the capital stock of the corporation. A mutual savings
association or mutual savings bank shall adopt the agreement upon
receiving the affirmative vote of fifty-one percent (51%) or more of
the votes cast at the meeting called to consider such agreement of
merger. (Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1.) As
amended 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 promptly
deliver or mail a written or printed notice of the adoption of the
agreement and the approval by the department to each shareholder of
record. (Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5.) As
amended by P.L.122-1994, SEC.47.
IC 28-1-7-7
Repealed
(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 the
shareholders, the agreement shall be signed on behalf of each
corporation 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 best
interests of the creditors and shareholders of any two (2) or more
merging corporations, the corporations may merge by complying
with the provisions of this chapter other than sections 3 and 5 of this
chapter. However, in a merger under this subsection, waivers of the
notice of meetings provided for in sections 3 and 5 of this chapter
shall be procured from a majority of the shareholders of each of the
merging corporations.
(c) A proposed merger may be abandoned (subject to contractual
rights), without further shareholder action, in accordance with the
procedure set forth in the agreement of merger or, if none is set forth,
in the manner determined by the board of directors for the
corporation that seeks to abandon the merger. (Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7.) As
amended 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 under
section 8 of this chapter, articles of merger shall be executed and
filed in the manner provided in this section, setting forth:
(1) the agreement of merger;
(2) the fact that the merger has been approved by the
department;
(3) the signatures of the corporations that are parties to the
agreement;
(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 each
corporation by its president or a vice president and by its secretary
or cashier and shall be acknowledged before a notary public. The
articles 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 of
certificate of merger
Sec. 10. Upon the filing of the articles of merger, the secretary of
state shall:
(1) endorse the approval of the secretary of state upon each of
the 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 surviving
corporation 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 the
following manner. The board of directors of each corporation shall,
by a resolution adopted by a majority vote of the members of such
board, approve a joint agreement of consolidation setting forth the
following:
(a) The names of the corporations proposing to consolidate and
the name of the new corporation into which they propose to
consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and
the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the new
corporation.
(d) With respect to the new corporation, all of the statements
required by IC 28-12-2 to be set forth in original articles of
incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed
consolidation 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 to
department; approval or disapproval
Sec. 12. (a) After the resolution approving a joint agreement of
consolidation has been adopted by the board of directors of each of
the corporations, the resolutions and joint agreement shall be
submitted 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 transaction
under this chapter, the department shall consider the following
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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(5) Whether the public convenience and advantage will be
served by the resulting institution after the proposed
transaction.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires in reaching the department's decision. (Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24.) As
amended 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 a
vote of the shareholders of each corporation and shall be adopted
upon receiving the same affirmative votes, and the adoption shall be
followed by the same notice to shareholders as is prescribed in
sections 3, 5, and 6 of this chapter, as if the consolidation were a
merger. (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, the
agreement 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 by
all of the corporations that are parties to the agreement, articles of
consolidation shall be executed and filed with the secretary of state.
The articles of consolidation must set forth the factors prescribed in
section 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; issuance
of certificates of consolidation and incorporation
Sec. 17. Upon the filing of the articles of consolidation, the
secretary of state shall:
(1) endorse the approval of the secretary of state upon each of
the copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of consolidation and incorporation to the
new corporation; and
(4) return the remaining copies of the approved articles of
consolidation, together with the certificate of consolidation and
incorporation, 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 a
certificate of consolidation and incorporation by the secretary of
state, the merger or consolidation, as the case may be, shall be
effected. (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 been
effected, as provided in this chapter:
(a) the several corporations which are parties to the agreement
of merger or of consolidation shall be a single corporation,
which shall be:
(1) in case of a merger, the surviving corporation which is a
party to the agreement of merger into which it has been
agreed that the other corporations which are parties to the
agreement shall be merged, which surviving corporation
shall survive the merger; or
(2) in case of a consolidation, the new corporation into
which it has been agreed that the corporations which are
parties to the agreement of consolidation shall be
consolidated;
(b) the separate existence of all the corporations which are
parties to the agreement of merger or consolidation, except the
surviving 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 of
the duties and liabilities of a corporation organized under
IC 28-1-4;
(d) such single corporation shall thereupon and thereafter
possess all of the rights, privileges, immunities, powers, and
franchises which such corporation would possess if it were
organized 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 other
choses in action, and all and every other interest, of or
belonging to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to and
vested in such single corporation without further act or deed,
and the title to any real estate, or any interest therein, under the
laws of this state vested in any of such corporations shall not
revert or be in any way impaired by reason of such merger or
consolidation;
(e) such single corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
corporations so merged or consolidated, in the same manner and
to the same extent as if such single corporation had itself
incurred such liabilities and obligations, or contracted therefor,
and any claim existing or any action or proceeding pending by
or against any of such corporations may be prosecuted to
judgment as if such merger or consolidation had not taken
place, or such single corporation may be substituted in its place;
neither the rights of creditors nor any liens upon the property of
any of such corporations shall be impaired by such merger or
consolidation, but such liens shall be limited to the property
upon which they were liens immediately prior to the time of
such merger or consolidation, unless otherwise provided in the
agreement of merger or consolidation and with the consent in
writing of the parties affected; and
(f) in case of a merger, the articles of incorporation of the
surviving corporation shall be supplanted and superseded to the
extent, if any, that any provision or provisions of such articles
shall be restated in the agreement of merger as provided by
section 2(d) of this chapter, and such articles of incorporation
shall be deemed to be thereby and to that extent amended. In
case of a consolidation, the statements set forth in the
agreement of consolidation, as provided in section 11(d) of this
chapter, shall be deemed to be the articles of incorporation of
the 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 merger
or consolidation shall, within ten (10) days after such merger or
consolidation becomes effective, file for record one (1) of the copies
of the articles of merger or consolidation bearing the endorsement of
the approval of the secretary of state, or a copy of such agreement
and endorsement certified by the secretary of state, in the office of
the recorder of each county in which the principal office of any of
the 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 for
shareholder's shares; withdrawal of demand; determination of
value; submission of certificates
Sec. 21. (a) A shareholder entitled to vote on the adoption of an
agreement of merger or consolidation may dissent from the merger
or consolidation and obtain payment of the value of the shareholder's
shares in the manner provided in this section.
(b) If a proposed merger or consolidation is submitted to a vote at
a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under
this section.
(c) A shareholder who desires to assert dissenters' rights under
this section must:
(1) deliver to the corporation before the vote is taken written
notice of the shareholder's demand for payment for the
shareholder's shares if the proposed action is effected; and
(2) not vote the shareholder's shares in favor of the proposed
action.
(d) If the merger or consolidation is effected, the surviving or new
corporation shall pay to the shareholder, upon surrender of the
certificate or certificates representing the shareholder's shares, the
value of the shares as of the day before the date on which the vote
was taken approving the merger or consolidation. A shareholder
failing to satisfy the requirements of subsection (c) is not entitled to
payment for the shareholder's shares under this section. Immediately
after the vote is taken approving the merger or consolidation, the
shareholder, except as otherwise provided in subsection (e), is
entitled to payment only as provided in this section, ceases to be a
shareholder, and is not entitled to vote or to exercise any other rights
of a shareholder.
(e) A demand for payment made under subsection (c) may not be
withdrawn unless the corporation consents to the withdrawal. With
respect to a shareholder who has made a demand for payment, the
right of the shareholder to be paid the value of his shares ceases and
his status as a shareholder is restored without prejudice to any
corporate proceedings which may have been taken during the
interim, and the shares held by the shareholder shall be treated for all
purposes as if no objection and demand had been made by the
shareholder, if:
(1) the shareholder's request to withdraw the shareholder's
demand 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 not
filed within the time provided in this section; or
(5) a court of competent jurisdiction determines that the
shareholder is not entitled to the relief provided by this section.
(f) Within ten (10) days after the merger or consolidation is
effected, the surviving or new corporation shall mail or deliver
written notice of the date of that action to each dissenting
shareholder who has made demand under this section. For purposes
of giving this notice, the corporation shall use the shareholder's
address which appears on the corporate records. In the notice the
corporation shall include a written offer to the shareholder to pay for
the shareholder's shares at a specified price considered by the
corporation to be the value of them. If within thirty (30) days after
the date on which the merger or consolidation was effected the value
of the shares is agreed upon between a dissenting shareholder and the
surviving or new corporation, the surviving or new corporation shall
make payment to the shareholder for the shares. The surviving or
new corporation shall make the payment within ninety (90) days after
the date on which the merger or consolidation was effected, upon
surrender of the certificate or certificates representing the shares.
Upon payment of the agreed value, the dissenting shareholder ceases
to have any interest in the shares.
(g) If within the period of thirty (30) days a dissenting shareholder
and the surviving or new corporation do not so agree, then either the
corporation or the dissenting shareholder may file a petition in any
circuit or superior court in the county in Indiana where the principal
office of the corporation is located requesting that the court
determine the value of the shares. However, the petition must be filed
within ninety (90) days after the effective date of the merger or
consolidation. Two (2) or more dissenting shareholders may join as
plaintiffs or be joined as defendants in the action, and two (2) or
more actions may be transferred and consolidated to avoid
inconsistent results and promote judicial economy. The jurisdiction
of the court is plenary and exclusive.
(h) The court shall render judgment against the surviving or new
corporation for payment of an amount equal to the value of each
dissenting share multiplied by the number of dissenting shares that
any dissenting shareholder who is a party is entitled to require the
surviving or new corporation to purchase. The judgment is payable
only upon the endorsement and delivery to the surviving or new
corporation of the certificates for the shares described in the
judgment. Any party may appeal from the judgment.
(i) Within twenty (20) days after the merger or consolidation is
effected, the shareholder shall submit the certificate or certificates
representing the shareholder's shares to the corporation for notation
on the certificate or certificates that demand for payment has been
made. The shareholder's failure to do so, at the option of the
corporation, terminates the shareholder's rights under this section
unless a court of competent jurisdiction, for good and sufficient
cause shown, otherwise directs. If shares represented by a certificate
on which notation has been so made are transferred, each new
certificate issued for those shares shall bear a similar notation
together with the name of the original dissenting holder of the shares,
and a transferee of the shares acquires by the transfer no rights in the
corporation other than those which the original dissenting
shareholder had after making demand for payment of the value of the
shares. (Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9.) As
amended 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 or
trust, or as guardian of any person or estate which is being
administered under the laws of this state; or
(2) has been named or designated as such in any will or other
executed writing;
such relation, and all other similar fiduciary relations, and all rights,
privileges, duties, and obligations shall remain unimpaired, and shall
continue with the surviving or single corporation, from the effective
date 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 or
letters testamentary
Sec. 23. Nothing done in connection with the consolidation or
merger of any two (2) or more banks, banks of discount and deposit,
trust companies, savings banks, corporate fiduciaries, or building and
loan associations shall be deemed to be or to effect a renunciation or
revocation of any letters of administration or letters testamentary,
pertaining to such relation, nor a removal or resignation from any
such 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 join
with 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, bank
of 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) only
if its board of trustees has, at a regular or special meeting called for
that purpose, by a vote of at least two-thirds (2/3) of the then
qualified and acting trustees, adopted a resolution stating that in the
opinion of the board, the merger, consolidation, or other joining
together is in the best interests of the depositors and other creditors
of the savings bank.
(c) The department may order a merger, consolidation, or other
joining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive any
liquidating dividend upon the dissolution of the savings bank;
and
(2) the acquiring institution is willing to be the surviving
corporation.
(d) The approval of the depositors of a savings bank organized
before 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 under
this section, the department may convert the charter, form of
ownership, 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.
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 the
merger or consolidation is an institution organized or reorganized
under the laws of the United States or a state (as defined in
IC 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 result
of a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintains
federal deposit insurance.
(b) Any two (2) or more corporations that are organized or
reorganized 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 under
IC 28-12, by complying with the provisions of this chapter.
(c) A savings bank organized before January 1, 1993, may under
section 25 of this chapter merge, consolidate, or join together with
a bank or trust company. Except as provided in section 25 of this
chapter, all other provisions of this chapter apply to the merger,
consolidation, or joining together.
(d) A corporation organized or reorganized under the laws of a
state (as defined in IC 28-2-17-19) or of the United States may merge
or consolidate with one (1) or more of its affiliates (as defined in
IC 28-1-18.2-1) by complying with all the provisions of this chapter.
In effecting a merger or consolidation between a corporation and an
affiliate, this chapter applies as if the affiliate were a corporation
except that a noncorporation survivor of a merger or consolidation
does not retain powers of the corporation. (Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23.) As amended
by 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 be
effected in the following manner. The board of directors of each
corporation shall, by a resolution, approve a joint agreement of
merger setting forth the following:
(a) The names of the corporations proposing to merge, and the
name of the corporation into which such corporations propose
to merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the surviving
corporation, 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 of
incorporation of the surviving corporation as may be deemed
necessary.
(e) Such other provisions with respect to the proposed merger
as 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 to
vote of shareholders
Sec. 3. The resolutions of the boards of directors shall direct that
the agreement be submitted to a vote of the shareholders of the
corporations at an annual or a special meeting. If the meeting is to be
an annual meeting, notice of the submission of the agreement shall
be included in the notice of the annual meeting. If the meeting is a
special meeting, the special meeting shall be called by the resolution
designating the meeting, and notice of the meeting shall be given at
the time and in the manner provided in IC 28-13-5-8. A copy of the
proposed agreement of merger shall be included with the notice of
the annual or special meeting. (Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4.) As
amended 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 of
merger have been adopted by the board of directors of each of the
corporations, such resolutions and joint agreement shall be submitted
for approval by the department. The department may, in its
discretion, approve or disapprove the resolution and joint agreement.
(b) In deciding whether to approve or disapprove a resolution and
joint agreement under this section, the department shall consider the
following 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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the proposed transaction, in the department's
judgment and considering the available information under the
prevailing circumstances, will result in an institution that is
more favorable to the stakeholders than if the entities were to
remain separate.
(5) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires 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 of
the shareholders of each corporation, at the meeting directed by the
resolution of the board of directors of each corporation, and the
agreement shall be adopted by each corporation upon receiving the
affirmative votes of the holders of a majority of the outstanding
shares of the capital stock of the corporation. A mutual savings
association or mutual savings bank shall adopt the agreement upon
receiving the affirmative vote of fifty-one percent (51%) or more of
the votes cast at the meeting called to consider such agreement of
merger. (Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1.) As
amended 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 promptly
deliver or mail a written or printed notice of the adoption of the
agreement and the approval by the department to each shareholder of
record. (Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5.) As
amended by P.L.122-1994, SEC.47.
IC 28-1-7-7
Repealed
(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 the
shareholders, the agreement shall be signed on behalf of each
corporation 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 best
interests of the creditors and shareholders of any two (2) or more
merging corporations, the corporations may merge by complying
with the provisions of this chapter other than sections 3 and 5 of this
chapter. However, in a merger under this subsection, waivers of the
notice of meetings provided for in sections 3 and 5 of this chapter
shall be procured from a majority of the shareholders of each of the
merging corporations.
(c) A proposed merger may be abandoned (subject to contractual
rights), without further shareholder action, in accordance with the
procedure set forth in the agreement of merger or, if none is set forth,
in the manner determined by the board of directors for the
corporation that seeks to abandon the merger. (Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7.) As
amended 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 under
section 8 of this chapter, articles of merger shall be executed and
filed in the manner provided in this section, setting forth:
(1) the agreement of merger;
(2) the fact that the merger has been approved by the
department;
(3) the signatures of the corporations that are parties to the
agreement;
(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 each
corporation by its president or a vice president and by its secretary
or cashier and shall be acknowledged before a notary public. The
articles 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 of
certificate of merger
Sec. 10. Upon the filing of the articles of merger, the secretary of
state shall:
(1) endorse the approval of the secretary of state upon each of
the 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 surviving
corporation 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 the
following manner. The board of directors of each corporation shall,
by a resolution adopted by a majority vote of the members of such
board, approve a joint agreement of consolidation setting forth the
following:
(a) The names of the corporations proposing to consolidate and
the name of the new corporation into which they propose to
consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and
the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the new
corporation.
(d) With respect to the new corporation, all of the statements
required by IC 28-12-2 to be set forth in original articles of
incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed
consolidation 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 to
department; approval or disapproval
Sec. 12. (a) After the resolution approving a joint agreement of
consolidation has been adopted by the board of directors of each of
the corporations, the resolutions and joint agreement shall be
submitted 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 transaction
under this chapter, the department shall consider the following
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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(5) Whether the public convenience and advantage will be
served by the resulting institution after the proposed
transaction.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires in reaching the department's decision. (Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24.) As
amended 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 a
vote of the shareholders of each corporation and shall be adopted
upon receiving the same affirmative votes, and the adoption shall be
followed by the same notice to shareholders as is prescribed in
sections 3, 5, and 6 of this chapter, as if the consolidation were a
merger. (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, the
agreement 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 by
all of the corporations that are parties to the agreement, articles of
consolidation shall be executed and filed with the secretary of state.
The articles of consolidation must set forth the factors prescribed in
section 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; issuance
of certificates of consolidation and incorporation
Sec. 17. Upon the filing of the articles of consolidation, the
secretary of state shall:
(1) endorse the approval of the secretary of state upon each of
the copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of consolidation and incorporation to the
new corporation; and
(4) return the remaining copies of the approved articles of
consolidation, together with the certificate of consolidation and
incorporation, 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 a
certificate of consolidation and incorporation by the secretary of
state, the merger or consolidation, as the case may be, shall be
effected. (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 been
effected, as provided in this chapter:
(a) the several corporations which are parties to the agreement
of merger or of consolidation shall be a single corporation,
which shall be:
(1) in case of a merger, the surviving corporation which is a
party to the agreement of merger into which it has been
agreed that the other corporations which are parties to the
agreement shall be merged, which surviving corporation
shall survive the merger; or
(2) in case of a consolidation, the new corporation into
which it has been agreed that the corporations which are
parties to the agreement of consolidation shall be
consolidated;
(b) the separate existence of all the corporations which are
parties to the agreement of merger or consolidation, except the
surviving 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 of
the duties and liabilities of a corporation organized under
IC 28-1-4;
(d) such single corporation shall thereupon and thereafter
possess all of the rights, privileges, immunities, powers, and
franchises which such corporation would possess if it were
organized 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 other
choses in action, and all and every other interest, of or
belonging to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to and
vested in such single corporation without further act or deed,
and the title to any real estate, or any interest therein, under the
laws of this state vested in any of such corporations shall not
revert or be in any way impaired by reason of such merger or
consolidation;
(e) such single corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
corporations so merged or consolidated, in the same manner and
to the same extent as if such single corporation had itself
incurred such liabilities and obligations, or contracted therefor,
and any claim existing or any action or proceeding pending by
or against any of such corporations may be prosecuted to
judgment as if such merger or consolidation had not taken
place, or such single corporation may be substituted in its place;
neither the rights of creditors nor any liens upon the property of
any of such corporations shall be impaired by such merger or
consolidation, but such liens shall be limited to the property
upon which they were liens immediately prior to the time of
such merger or consolidation, unless otherwise provided in the
agreement of merger or consolidation and with the consent in
writing of the parties affected; and
(f) in case of a merger, the articles of incorporation of the
surviving corporation shall be supplanted and superseded to the
extent, if any, that any provision or provisions of such articles
shall be restated in the agreement of merger as provided by
section 2(d) of this chapter, and such articles of incorporation
shall be deemed to be thereby and to that extent amended. In
case of a consolidation, the statements set forth in the
agreement of consolidation, as provided in section 11(d) of this
chapter, shall be deemed to be the articles of incorporation of
the 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 merger
or consolidation shall, within ten (10) days after such merger or
consolidation becomes effective, file for record one (1) of the copies
of the articles of merger or consolidation bearing the endorsement of
the approval of the secretary of state, or a copy of such agreement
and endorsement certified by the secretary of state, in the office of
the recorder of each county in which the principal office of any of
the 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 for
shareholder's shares; withdrawal of demand; determination of
value; submission of certificates
Sec. 21. (a) A shareholder entitled to vote on the adoption of an
agreement of merger or consolidation may dissent from the merger
or consolidation and obtain payment of the value of the shareholder's
shares in the manner provided in this section.
(b) If a proposed merger or consolidation is submitted to a vote at
a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under
this section.
(c) A shareholder who desires to assert dissenters' rights under
this section must:
(1) deliver to the corporation before the vote is taken written
notice of the shareholder's demand for payment for the
shareholder's shares if the proposed action is effected; and
(2) not vote the shareholder's shares in favor of the proposed
action.
(d) If the merger or consolidation is effected, the surviving or new
corporation shall pay to the shareholder, upon surrender of the
certificate or certificates representing the shareholder's shares, the
value of the shares as of the day before the date on which the vote
was taken approving the merger or consolidation. A shareholder
failing to satisfy the requirements of subsection (c) is not entitled to
payment for the shareholder's shares under this section. Immediately
after the vote is taken approving the merger or consolidation, the
shareholder, except as otherwise provided in subsection (e), is
entitled to payment only as provided in this section, ceases to be a
shareholder, and is not entitled to vote or to exercise any other rights
of a shareholder.
(e) A demand for payment made under subsection (c) may not be
withdrawn unless the corporation consents to the withdrawal. With
respect to a shareholder who has made a demand for payment, the
right of the shareholder to be paid the value of his shares ceases and
his status as a shareholder is restored without prejudice to any
corporate proceedings which may have been taken during the
interim, and the shares held by the shareholder shall be treated for all
purposes as if no objection and demand had been made by the
shareholder, if:
(1) the shareholder's request to withdraw the shareholder's
demand 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 not
filed within the time provided in this section; or
(5) a court of competent jurisdiction determines that the
shareholder is not entitled to the relief provided by this section.
(f) Within ten (10) days after the merger or consolidation is
effected, the surviving or new corporation shall mail or deliver
written notice of the date of that action to each dissenting
shareholder who has made demand under this section. For purposes
of giving this notice, the corporation shall use the shareholder's
address which appears on the corporate records. In the notice the
corporation shall include a written offer to the shareholder to pay for
the shareholder's shares at a specified price considered by the
corporation to be the value of them. If within thirty (30) days after
the date on which the merger or consolidation was effected the value
of the shares is agreed upon between a dissenting shareholder and the
surviving or new corporation, the surviving or new corporation shall
make payment to the shareholder for the shares. The surviving or
new corporation shall make the payment within ninety (90) days after
the date on which the merger or consolidation was effected, upon
surrender of the certificate or certificates representing the shares.
Upon payment of the agreed value, the dissenting shareholder ceases
to have any interest in the shares.
(g) If within the period of thirty (30) days a dissenting shareholder
and the surviving or new corporation do not so agree, then either the
corporation or the dissenting shareholder may file a petition in any
circuit or superior court in the county in Indiana where the principal
office of the corporation is located requesting that the court
determine the value of the shares. However, the petition must be filed
within ninety (90) days after the effective date of the merger or
consolidation. Two (2) or more dissenting shareholders may join as
plaintiffs or be joined as defendants in the action, and two (2) or
more actions may be transferred and consolidated to avoid
inconsistent results and promote judicial economy. The jurisdiction
of the court is plenary and exclusive.
(h) The court shall render judgment against the surviving or new
corporation for payment of an amount equal to the value of each
dissenting share multiplied by the number of dissenting shares that
any dissenting shareholder who is a party is entitled to require the
surviving or new corporation to purchase. The judgment is payable
only upon the endorsement and delivery to the surviving or new
corporation of the certificates for the shares described in the
judgment. Any party may appeal from the judgment.
(i) Within twenty (20) days after the merger or consolidation is
effected, the shareholder shall submit the certificate or certificates
representing the shareholder's shares to the corporation for notation
on the certificate or certificates that demand for payment has been
made. The shareholder's failure to do so, at the option of the
corporation, terminates the shareholder's rights under this section
unless a court of competent jurisdiction, for good and sufficient
cause shown, otherwise directs. If shares represented by a certificate
on which notation has been so made are transferred, each new
certificate issued for those shares shall bear a similar notation
together with the name of the original dissenting holder of the shares,
and a transferee of the shares acquires by the transfer no rights in the
corporation other than those which the original dissenting
shareholder had after making demand for payment of the value of the
shares. (Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9.) As
amended 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 or
trust, or as guardian of any person or estate which is being
administered under the laws of this state; or
(2) has been named or designated as such in any will or other
executed writing;
such relation, and all other similar fiduciary relations, and all rights,
privileges, duties, and obligations shall remain unimpaired, and shall
continue with the surviving or single corporation, from the effective
date 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 or
letters testamentary
Sec. 23. Nothing done in connection with the consolidation or
merger of any two (2) or more banks, banks of discount and deposit,
trust companies, savings banks, corporate fiduciaries, or building and
loan associations shall be deemed to be or to effect a renunciation or
revocation of any letters of administration or letters testamentary,
pertaining to such relation, nor a removal or resignation from any
such 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 join
with 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, bank
of 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) only
if its board of trustees has, at a regular or special meeting called for
that purpose, by a vote of at least two-thirds (2/3) of the then
qualified and acting trustees, adopted a resolution stating that in the
opinion of the board, the merger, consolidation, or other joining
together is in the best interests of the depositors and other creditors
of the savings bank.
(c) The department may order a merger, consolidation, or other
joining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive any
liquidating dividend upon the dissolution of the savings bank;
and
(2) the acquiring institution is willing to be the surviving
corporation.
(d) The approval of the depositors of a savings bank organized
before 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 under
this section, the department may convert the charter, form of
ownership, 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.
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 the
merger or consolidation is an institution organized or reorganized
under the laws of the United States or a state (as defined in
IC 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 result
of a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintains
federal deposit insurance.
(b) Any two (2) or more corporations that are organized or
reorganized 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 under
IC 28-12, by complying with the provisions of this chapter.
(c) A savings bank organized before January 1, 1993, may under
section 25 of this chapter merge, consolidate, or join together with
a bank or trust company. Except as provided in section 25 of this
chapter, all other provisions of this chapter apply to the merger,
consolidation, or joining together.
(d) A corporation organized or reorganized under the laws of a
state (as defined in IC 28-2-17-19) or of the United States may merge
or consolidate with one (1) or more of its affiliates (as defined in
IC 28-1-18.2-1) by complying with all the provisions of this chapter.
In effecting a merger or consolidation between a corporation and an
affiliate, this chapter applies as if the affiliate were a corporation
except that a noncorporation survivor of a merger or consolidation
does not retain powers of the corporation. (Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23.) As amended
by 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 be
effected in the following manner. The board of directors of each
corporation shall, by a resolution, approve a joint agreement of
merger setting forth the following:
(a) The names of the corporations proposing to merge, and the
name of the corporation into which such corporations propose
to merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the surviving
corporation, 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 of
incorporation of the surviving corporation as may be deemed
necessary.
(e) Such other provisions with respect to the proposed merger
as 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 to
vote of shareholders
Sec. 3. The resolutions of the boards of directors shall direct that
the agreement be submitted to a vote of the shareholders of the
corporations at an annual or a special meeting. If the meeting is to be
an annual meeting, notice of the submission of the agreement shall
be included in the notice of the annual meeting. If the meeting is a
special meeting, the special meeting shall be called by the resolution
designating the meeting, and notice of the meeting shall be given at
the time and in the manner provided in IC 28-13-5-8. A copy of the
proposed agreement of merger shall be included with the notice of
the annual or special meeting. (Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4.) As
amended 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 of
merger have been adopted by the board of directors of each of the
corporations, such resolutions and joint agreement shall be submitted
for approval by the department. The department may, in its
discretion, approve or disapprove the resolution and joint agreement.
(b) In deciding whether to approve or disapprove a resolution and
joint agreement under this section, the department shall consider the
following 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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the proposed transaction, in the department's
judgment and considering the available information under the
prevailing circumstances, will result in an institution that is
more favorable to the stakeholders than if the entities were to
remain separate.
(5) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires 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 of
the shareholders of each corporation, at the meeting directed by the
resolution of the board of directors of each corporation, and the
agreement shall be adopted by each corporation upon receiving the
affirmative votes of the holders of a majority of the outstanding
shares of the capital stock of the corporation. A mutual savings
association or mutual savings bank shall adopt the agreement upon
receiving the affirmative vote of fifty-one percent (51%) or more of
the votes cast at the meeting called to consider such agreement of
merger. (Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1.) As
amended 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 promptly
deliver or mail a written or printed notice of the adoption of the
agreement and the approval by the department to each shareholder of
record. (Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5.) As
amended by P.L.122-1994, SEC.47.
IC 28-1-7-7
Repealed
(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 the
shareholders, the agreement shall be signed on behalf of each
corporation 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 best
interests of the creditors and shareholders of any two (2) or more
merging corporations, the corporations may merge by complying
with the provisions of this chapter other than sections 3 and 5 of this
chapter. However, in a merger under this subsection, waivers of the
notice of meetings provided for in sections 3 and 5 of this chapter
shall be procured from a majority of the shareholders of each of the
merging corporations.
(c) A proposed merger may be abandoned (subject to contractual
rights), without further shareholder action, in accordance with the
procedure set forth in the agreement of merger or, if none is set forth,
in the manner determined by the board of directors for the
corporation that seeks to abandon the merger. (Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7.) As
amended 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 under
section 8 of this chapter, articles of merger shall be executed and
filed in the manner provided in this section, setting forth:
(1) the agreement of merger;
(2) the fact that the merger has been approved by the
department;
(3) the signatures of the corporations that are parties to the
agreement;
(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 each
corporation by its president or a vice president and by its secretary
or cashier and shall be acknowledged before a notary public. The
articles 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 of
certificate of merger
Sec. 10. Upon the filing of the articles of merger, the secretary of
state shall:
(1) endorse the approval of the secretary of state upon each of
the 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 surviving
corporation 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 the
following manner. The board of directors of each corporation shall,
by a resolution adopted by a majority vote of the members of such
board, approve a joint agreement of consolidation setting forth the
following:
(a) The names of the corporations proposing to consolidate and
the name of the new corporation into which they propose to
consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and
the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the new
corporation.
(d) With respect to the new corporation, all of the statements
required by IC 28-12-2 to be set forth in original articles of
incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed
consolidation 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 to
department; approval or disapproval
Sec. 12. (a) After the resolution approving a joint agreement of
consolidation has been adopted by the board of directors of each of
the corporations, the resolutions and joint agreement shall be
submitted 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 transaction
under this chapter, the department shall consider the following
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 to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(5) Whether the public convenience and advantage will be
served by the resulting institution after the proposed
transaction.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all the information the department
requires in reaching the department's decision. (Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24.) As
amended 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 a
vote of the shareholders of each corporation and shall be adopted
upon receiving the same affirmative votes, and the adoption shall be
followed by the same notice to shareholders as is prescribed in
sections 3, 5, and 6 of this chapter, as if the consolidation were a
merger. (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, the
agreement 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 by
all of the corporations that are parties to the agreement, articles of
consolidation shall be executed and filed with the secretary of state.
The articles of consolidation must set forth the factors prescribed in
section 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; issuance
of certificates of consolidation and incorporation
Sec. 17. Upon the filing of the articles of consolidation, the
secretary of state shall:
(1) endorse the approval of the secretary of state upon each of
the copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of consolidation and incorporation to the
new corporation; and
(4) return the remaining copies of the approved articles of
consolidation, together with the certificate of consolidation and
incorporation, 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 a
certificate of consolidation and incorporation by the secretary of
state, the merger or consolidation, as the case may be, shall be
effected. (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 been
effected, as provided in this chapter:
(a) the several corporations which are parties to the agreement
of merger or of consolidation shall be a single corporation,
which shall be:
(1) in case of a merger, the surviving corporation which is a
party to the agreement of merger into which it has been
agreed that the other corporations which are parties to the
agreement shall be merged, which surviving corporation
shall survive the merger; or
(2) in case of a consolidation, the new corporation into
which it has been agreed that the corporations which are
parties to the agreement of consolidation shall be
consolidated;
(b) the separate existence of all the corporations which are
parties to the agreement of merger or consolidation, except the
surviving 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 of
the duties and liabilities of a corporation organized under
IC 28-1-4;
(d) such single corporation shall thereupon and thereafter
possess all of the rights, privileges, immunities, powers, and
franchises which such corporation would possess if it were
organized 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 other
choses in action, and all and every other interest, of or
belonging to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to and
vested in such single corporation without further act or deed,
and the title to any real estate, or any interest therein, under the
laws of this state vested in any of such corporations shall not
revert or be in any way impaired by reason of such merger or
consolidation;
(e) such single corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
corporations so merged or consolidated, in the same manner and
to the same extent as if such single corporation had itself
incurred such liabilities and obligations, or contracted therefor,
and any claim existing or any action or proceeding pending by
or against any of such corporations may be prosecuted to
judgment as if such merger or consolidation had not taken
place, or such single corporation may be substituted in its place;
neither the rights of creditors nor any liens upon the property of
any of such corporations shall be impaired by such merger or
consolidation, but such liens shall be limited to the property
upon which they were liens immediately prior to the time of
such merger or consolidation, unless otherwise provided in the
agreement of merger or consolidation and with the consent in
writing of the parties affected; and
(f) in case of a merger, the articles of incorporation of the
surviving corporation shall be supplanted and superseded to the
extent, if any, that any provision or provisions of such articles
shall be restated in the agreement of merger as provided by
section 2(d) of this chapter, and such articles of incorporation
shall be deemed to be thereby and to that extent amended. In
case of a consolidation, the statements set forth in the
agreement of consolidation, as provided in section 11(d) of this
chapter, shall be deemed to be the articles of incorporation of
the 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 merger
or consolidation shall, within ten (10) days after such merger or
consolidation becomes effective, file for record one (1) of the copies
of the articles of merger or consolidation bearing the endorsement of
the approval of the secretary of state, or a copy of such agreement
and endorsement certified by the secretary of state, in the office of
the recorder of each county in which the principal office of any of
the 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 for
shareholder's shares; withdrawal of demand; determination of
value; submission of certificates
Sec. 21. (a) A shareholder entitled to vote on the adoption of an
agreement of merger or consolidation may dissent from the merger
or consolidation and obtain payment of the value of the shareholder's
shares in the manner provided in this section.
(b) If a proposed merger or consolidation is submitted to a vote at
a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under
this section.
(c) A shareholder who desires to assert dissenters' rights under
this section must:
(1) deliver to the corporation before the vote is taken written
notice of the shareholder's demand for payment for the
shareholder's shares if the proposed action is effected; and
(2) not vote the shareholder's shares in favor of the proposed
action.
(d) If the merger or consolidation is effected, the surviving or new
corporation shall pay to the shareholder, upon surrender of the
certificate or certificates representing the shareholder's shares, the
value of the shares as of the day before the date on which the vote
was taken approving the merger or consolidation. A shareholder
failing to satisfy the requirements of subsection (c) is not entitled to
payment for the shareholder's shares under this section. Immediately
after the vote is taken approving the merger or consolidation, the
shareholder, except as otherwise provided in subsection (e), is
entitled to payment only as provided in this section, ceases to be a
shareholder, and is not entitled to vote or to exercise any other rights
of a shareholder.
(e) A demand for payment made under subsection (c) may not be
withdrawn unless the corporation consents to the withdrawal. With
respect to a shareholder who has made a demand for payment, the
right of the shareholder to be paid the value of his shares ceases and
his status as a shareholder is restored without prejudice to any
corporate proceedings which may have been taken during the
interim, and the shares held by the shareholder shall be treated for all
purposes as if no objection and demand had been made by the
shareholder, if:
(1) the shareholder's request to withdraw the shareholder's
demand 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 not
filed within the time provided in this section; or
(5) a court of competent jurisdiction determines that the
shareholder is not entitled to the relief provided by this section.
(f) Within ten (10) days after the merger or consolidation is
effected, the surviving or new corporation shall mail or deliver
written notice of the date of that action to each dissenting
shareholder who has made demand under this section. For purposes
of giving this notice, the corporation shall use the shareholder's
address which appears on the corporate records. In the notice the
corporation shall include a written offer to the shareholder to pay for
the shareholder's shares at a specified price considered by the
corporation to be the value of them. If within thirty (30) days after
the date on which the merger or consolidation was effected the value
of the shares is agreed upon between a dissenting shareholder and the
surviving or new corporation, the surviving or new corporation shall
make payment to the shareholder for the shares. The surviving or
new corporation shall make the payment within ninety (90) days after
the date on which the merger or consolidation was effected, upon
surrender of the certificate or certificates representing the shares.
Upon payment of the agreed value, the dissenting shareholder ceases
to have any interest in the shares.
(g) If within the period of thirty (30) days a dissenting shareholder
and the surviving or new corporation do not so agree, then either the
corporation or the dissenting shareholder may file a petition in any
circuit or superior court in the county in Indiana where the principal
office of the corporation is located requesting that the court
determine the value of the shares. However, the petition must be filed
within ninety (90) days after the effective date of the merger or
consolidation. Two (2) or more dissenting shareholders may join as
plaintiffs or be joined as defendants in the action, and two (2) or
more actions may be transferred and consolidated to avoid
inconsistent results and promote judicial economy. The jurisdiction
of the court is plenary and exclusive.
(h) The court shall render judgment against the surviving or new
corporation for payment of an amount equal to the value of each
dissenting share multiplied by the number of dissenting shares that
any dissenting shareholder who is a party is entitled to require the
surviving or new corporation to purchase. The judgment is payable
only upon the endorsement and delivery to the surviving or new
corporation of the certificates for the shares described in the
judgment. Any party may appeal from the judgment.
(i) Within twenty (20) days after the merger or consolidation is
effected, the shareholder shall submit the certificate or certificates
representing the shareholder's shares to the corporation for notation
on the certificate or certificates that demand for payment has been
made. The shareholder's failure to do so, at the option of the
corporation, terminates the shareholder's rights under this section
unless a court of competent jurisdiction, for good and sufficient
cause shown, otherwise directs. If shares represented by a certificate
on which notation has been so made are transferred, each new
certificate issued for those shares shall bear a similar notation
together with the name of the original dissenting holder of the shares,
and a transferee of the shares acquires by the transfer no rights in the
corporation other than those which the original dissenting
shareholder had after making demand for payment of the value of the
shares. (Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9.) As
amended 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 or
trust, or as guardian of any person or estate which is being
administered under the laws of this state; or
(2) has been named or designated as such in any will or other
executed writing;
such relation, and all other similar fiduciary relations, and all rights,
privileges, duties, and obligations shall remain unimpaired, and shall
continue with the surviving or single corporation, from the effective
date 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 or
letters testamentary
Sec. 23. Nothing done in connection with the consolidation or
merger of any two (2) or more banks, banks of discount and deposit,
trust companies, savings banks, corporate fiduciaries, or building and
loan associations shall be deemed to be or to effect a renunciation or
revocation of any letters of administration or letters testamentary,
pertaining to such relation, nor a removal or resignation from any
such 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 join
with 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, bank
of 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) only
if its board of trustees has, at a regular or special meeting called for
that purpose, by a vote of at least two-thirds (2/3) of the then
qualified and acting trustees, adopted a resolution stating that in the
opinion of the board, the merger, consolidation, or other joining
together is in the best interests of the depositors and other creditors
of the savings bank.
(c) The department may order a merger, consolidation, or other
joining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive any
liquidating dividend upon the dissolution of the savings bank;
and
(2) the acquiring institution is willing to be the surviving
corporation.
(d) The approval of the depositors of a savings bank organized
before 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 under
this section, the department may convert the charter, form of
ownership, 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.
