17-5541. Merger; procedure; merger agreement.
17-5541
17-5541. Merger; procedure; merger
agreement.
As used in this section, and sections 119, 120, 121, 122, 123 and 124
[*] of this act, the word "association" shall include federal savings and
loan associations incorporated under the home owners' loan act of 1933. Any
two or more associations may merge into one of such associations, or may
consolidate into a new association by an affirmative vote of fifty-one
percent of the shares, of each of said associations represented in person
or by proxy, at any annual or special meeting of the shareholders of each
association called for that purpose at which at least twenty days' prior
notice shall have been given to each shareholder. The merger or
consolidation to be upon such terms as shall be mutually agreed upon by the
directors of such association: Provided, That any plan as shall be
agreed upon by the board of directors of any associations shall first be
submitted to the commissioner for his approval at least five days before
the mailing of notices calling the shareholders' meeting to consider and
vote upon the question of merger. The respective boards of directors of
such associations shall by a majority vote of each board make or authorize
to be made between such associations a written agreement of merger. The
following form of merger agreement may be used by any association proposing
to merge, and when so used shall be a lawful form of merger agreement and
shall be given legal effect in accordance with its terms and provisions,
but shall not preclude the use of any other form approved by the
commissioner:
Merger Agreement
Agreement made this ______ day of ______, 19__, by and between
__________ Association, __________, __________ Association __________ and
__________ Association __________, which contracting parties are hereafter
termed "merging associations";
Whereas, The board of directors of each of the merging associations
has approved a plan of merger by a majority vote of each of the separate
boards to be evidenced by this agreement and has authorized undersigned
officers to execute this agreement in the name and on behalf of the merging
associations and to obtain the approval of the commissioner to the plan of
merger:
Now, Therefore, In consideration of the mutual advantages which
will inure to all parties interested and the terms and conditions
hereinafter set forth, the parties hereto agree as follows:
1. The name, style, and title of the association into which the
associations are merged shall be the __________ Association __________
(hereinafter termed the "association").
2. The association shall operate under a certificate of incorporation in
the form prescribed in this act, which shall be deemed to be a continuation
of the charter of that association into which the other merging
associations are absorbed.
3. The number of directors of the association shall be ______ and the
names and residences of those who are chosen to serve until the first
annual 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 directed
to cause to be issued membership certificates to the members of the merging
associations in accordance with the terms of this agreement.
6. The manner of converting capital of the merging associations into
that of the association shall be as follows: (a) The association shall
issue to the shareholders of the merging associations, the corporate
existences of which are terminated by the merger, membership certificates
evidencing accounts pro rata to the participation value of the shares of
each of such shareholders as of the date of the current balance sheet of
each of the merging associations, plus payments thereon and dividends
credited thereto after such date, minus any sums repurchased or redeemed on
such shares after such date, as shown on the attached pro forma balance
sheet and schedules, giving effect to the merger. (b) The association shall
issue to each borrowing member of the merging associations, the corporate
existences of which are terminated by the merger, membership certificates
in the merged associations evidencing their membership therein as borrowers
therefrom.
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 sheets
of the merging associations dated ________, 19__, certified by the
treasurers of the several associations and pro forma balance sheet of the
association dated __________, 19__, giving effect to the proposed plan of
merger.
9. This agreement shall not be effective unless approved by the
commissioner. The effective date of the merger shall be the date upon which
this proposed plan of merger shall be approved by the commissioner.
In Witness Whereof, The contracting parties to this agreement have
in pursuance of a resolution duly adopted at a legal meeting of the board
of directors of each of the merging associations, caused these presents to
be signed in the names of the respective merging associations by their
respective presidents or vice-presidents and their respective secretaries
or assistant secretaries, all duly authorized thereunto the day and the
year first above mentioned.
The above form is to be signed by the president or vice-president and
secretary or assistant secretary of each association, party to the merger,
under the proper name of their respective associations, and shall be
properly acknowledged.
History: L. 1943, ch. 133, § 119; July 1.