17-5541.   Merger; procedure; mergeragreement.As used in this section, and sections 119, 120, 121, 122, 123 and 124[*] of this act, the word "association" shall include federal savings andloan associations incorporated under the home owners' loan act of 1933. Anytwo or more associations may merge into one of such associations, or mayconsolidate into a new association by an affirmative vote of fifty-onepercent of the shares, of each of said associations represented in personor by proxy, at any annual or special meeting of the shareholders of eachassociation called for that purpose at which at least twenty days' priornotice shall have been given to each shareholder. The merger orconsolidation to be upon such terms as shall be mutually agreed upon by thedirectors of such association: Provided, That any plan as shall beagreed upon by the board of directors of any associations shall first besubmitted to the commissioner for his approval at least five days beforethe mailing of notices calling the shareholders' meeting to consider andvote upon the question of merger. The respective boards of directors ofsuch associations shall by a majority vote of each board make or authorizeto be made between such associations a written agreement of merger. Thefollowing form of merger agreement may be used by any association proposingto merge, and when so used shall be a lawful form of merger agreement andshall be given legal effect in accordance with its terms and provisions,but shall not preclude the use of any other form approved by thecommissioner:

      Agreement made this ______ day of ______, 19__, by and between__________ Association, __________, __________ Association __________ and__________ Association __________, which contracting parties are hereaftertermed "merging associations";

      Whereas, The board of directors of each of the merging associationshas approved a plan of merger by a majority vote of each of the separateboards to be evidenced by this agreement and has authorized undersignedofficers to execute this agreement in the name and on behalf of the mergingassociations and to obtain the approval of the commissioner to the plan ofmerger:

      Now, Therefore, In consideration of the mutual advantages whichwill inure to all parties interested and the terms and conditionshereinafter set forth, the parties hereto agree as follows:

      1.   The name, style, and title of the association into which theassociations are merged shall be the __________ Association __________(hereinafter termed the "association").

      2.   The association shall operate under a certificate of incorporation inthe form prescribed in this act, which shall be deemed to be a continuationof the charter of that association into which the other mergingassociations are absorbed.

      3.   The number of directors of the association shall be ______ and thenames and residences of those who are chosen to serve until the firstannual meeting of the members are:

            Names
Residences

      4.   The bylaws of the association shall be in the form hereto annexed.

      5.   The board of directors of the association is authorized and directedto cause to be issued membership certificates to the members of the mergingassociations in accordance with the terms of this agreement.

      6.   The manner of converting capital of the merging associations intothat of the association shall be as follows: (a) The association shallissue to the shareholders of the merging associations, the corporateexistences of which are terminated by the merger, membership certificatesevidencing accounts pro rata to the participation value of the shares ofeach of such shareholders as of the date of the current balance sheet ofeach of the merging associations, plus payments thereon and dividendscredited thereto after such date, minus any sums repurchased or redeemed onsuch shares after such date, as shown on the attached pro forma balancesheet and schedules, giving effect to the merger. (b) The association shallissue to each borrowing member of the merging associations, the corporateexistences of which are terminated by the merger, membership certificatesin the merged associations evidencing their membership therein as borrowerstherefrom.

      7.   The home office of the association shall be in the city of__________, county of __________, state of Kansas.

      8.   Annexed hereto and made a part hereof as exhibits are balance sheetsof the merging associations dated ________, 19__, certified by thetreasurers of the several associations and pro forma balance sheet of theassociation dated __________, 19__, giving effect to the proposed plan ofmerger.

      9.   This agreement shall not be effective unless approved by thecommissioner. The effective date of the merger shall be the date upon whichthis proposed plan of merger shall be approved by the commissioner.

      In Witness Whereof, The contracting parties to this agreement havein pursuance of a resolution duly adopted at a legal meeting of the boardof directors of each of the merging associations, caused these presents tobe signed in the names of the respective merging associations by theirrespective presidents or vice-presidents and their respective secretariesor assistant secretaries, all duly authorized thereunto the day and theyear first above mentioned.

      The above form is to be signed by the president or vice-president andsecretary or assistant secretary of each association, party to the merger,under the proper name of their respective associations, and shall beproperly acknowledged.

      History:   L. 1943, ch. 133, § 119; July 1.