9-1724.   Merger, consolidation or transfer of assets and liabilities;information to be filed with commissioner; investigation; fees.(a) Before any bank can merge, consolidate with or transfer itsassets and liabilities under theprovisions of article 67 or article 68 of chapter 17 ofthe Kansas Statutes Annotated, the bank concerned in such merger,consolidationor transfershall file, or cause tobe filed, with the state banking commissioner, certified copies of allproceedings had by its directors and stockholders relating to such merger,consolidation or transfer. The stockholders'proceedings shall show that a majority of the outstandingvoting stock was voted in favorof the merger, consolidation or transfer. The stockholders' proceedings shallalsocontain a complete copy of the agreement made and entered into by the bank,with reference to suchmerger, consolidationor transfer. The provisions of this act shall not apply to the merger,consolidation or transfer of assetsand liabilities of a bank when the surviving entity is a national bankingassociation or other federally chartered financial institution, except thatthe bank shall provide written notification to the state bank commissioner ofsuch a merger, consolidation or transfer of assets and liabilities at least 10days prior to its consummation. In addition, not more than 15 days followingsuch a merger, consolidation or transfer of assets and liabilities, the bankshall surrender its state certificate of authority or charter and shall certifyin writing that the proper instruments as required by the Kansas generalcorporation code have been filed in accordance with K.S.A. 17-6003, andamendments thereto.

      Upon the filing of the stockholders and directors' proceedings, thecommissionershall make an investigation of each party to themerger, consolidation or transfer to determine whether:

      (1)   The interests of the depositors, creditors and stockholders of thebank are protected;

      (2)   the merger, consolidation or transfer is in the public interest; and

      (3)   the merger, consolidation or transfer is made for legitimate purposes.

      The commissioner's consent to or rejection of such merger, consolidationor transfer shall be based upon such investigation. No merger, consolidationor transfer shall be made without the consent of the commissioner.At the time of filing the request for merger, consolidation or transfer, afee shall be paid to thecommissioner in an amount established by rules and regulations adopted by thecommissioner.

      Notice of the merger, consolidation or transfer shall be published at leastonce each week for three consecutive weeks before or after the merger,consolidation or transferis to become effective, at the discretion of the commissioner, in a newspaperof general circulation published in each city or county in which the bank islocated and a certified copy ofthe notice shall be filed with the commissioner.

      (b)   As used in this section, "bank" means a state bank or trust companyincorporated under the laws of Kansas.

      History:   L. 1984, ch. 47, § 6;L. 1987, ch. 54, § 10;L. 1992, ch. 62, § 5;L. 1993, ch. 156, § 1;L. 1994, ch. 28, § 1;L. 1995, ch. 19, § 2; Mar. 9.