Merger or consolidation, procedure--association may charter interimassociation, when, procedure.
369.079. 1. A mutual association may merge with anotherassociation or federal mutual association in the manner providedin subsections 1 to 8 of this section. The board of directors ofeach association shall, by resolution adopted by a majority voteof the members of each board, approve a plan of merger settingforth:
(1) The names of the associations proposing to merge, andthe name of the association into which they propose to merge,which is herein designated as "the surviving association";
(2) The terms and conditions of the proposed merger and themode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachmerging association into accounts of the surviving association;
(4) A statement of any changes in the articles ofincorporation of the surviving association to be effected by themerger;
(5) A statement of the contracts pertaining to theemployment, or the retention as consultant, of officers anddirectors of the merged association; and
(6) Such other provisions with respect to the proposedmerger as are deemed necessary or desirable by the boards ofdirectors.
2. Any two or more domestic mutual associations or one ormore domestic mutual associations and one or more federalassociations may consolidate into a new domestic association inthe following manner: The board of directors of each associationshall, by resolution adopted by the majority vote of the membersof each board, approve a plan of consolidation setting forth:
(1) The names of the associations proposing to consolidate,and the name of the new association into which they propose toconsolidate, which is herein designated as "the new association";
(2) The terms and conditions of the proposed consolidationand the mode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachassociation into accounts of the new association;
(4) With respect to the new association, all of thestatements required to be set forth in articles of incorporationfor associations organized under sections 369.010 to 369.369;
(5) Such other provisions with respect to the proposedconsolidation as are deemed necessary or desirable by the boardsof directors.
3. The plan of merger or the plan of consolidation issubject to approval by the director of the division of finance asequitable to the members or account holders of the associationsand as not impairing the usefulness and success of other properlyconducted associations in the community. The board of directorsof each association, upon approving the plan of merger or plan ofconsolidation, and upon receiving the approval of the director ofthe division of finance, shall, by resolution, unless theapproval waives such requirement, direct that the plan besubmitted to a vote at a meeting of members, which may be eitheran annual or a special meeting. The notice of such meeting,whether the meeting be an annual or special meeting, shall statethe place, day, hour and purpose of the meeting, and where a copyof the plan of merger or plan of consolidation may be examined.
4. At each such meeting a vote of the members entitled tovote in person or by proxy shall be taken on the proposed plan ofmerger or consolidation. The plan of merger or consolidationshall be approved upon receiving the affirmative vote of amajority of the members present in person or by proxy, of each ofthe associations.
5. Upon such approval, articles of merger or articles ofconsolidation shall be executed in duplicate by each associationby its president or a vice president, and verified by suchperson, and the corporate seal of each association shall beaffixed thereto, attested by its secretary or an assistantsecretary, and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) As to each association, the number of votes present atthe meeting in person or by proxy;
(3) As to each association, the number of votes for andagainst such plan, respectively.
6. Duplicate originals of the articles of merger orarticles of consolidation shall be delivered to the director ofthe division of finance. If the director of the division offinance finds that the articles conform to law, the directorshall endorse the director's approval thereon and deliver them tothe secretary of state who shall, when all required taxes or feeshave been paid, file the same, keeping one copy as a permanentrecord, and issue a certificate of merger or a certificate ofconsolidation and a certified copy of such certificate, to whichthe director shall affix the other copy of the articles.
7. Upon the issuance of the certificate of merger or thecertificate of consolidation by the secretary of state, themerger or consolidation shall be effected.
8. The certificate of merger and certified copy thereof,with a copy of the articles of merger affixed thereto by thesecretary of state, or the certificate of consolidation andcertified copy thereof, with a copy of the articles ofconsolidation affixed thereto by the secretary of state, shall bedelivered to the surviving association or new association, as thecase may be.
9. A capital stock association or federal capital stockassociation may merge with another association by compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo, subject to receipt of the approval of the director of thedivision of finance of the plan of merger prior to submission ofsuch plan of merger to a vote of the stockholders of therespective associations. The criteria for approval may beestablished by the director of the division of finance byregulation who may waive the vote of the stockholders of anyassociation in supervisory cases.
10. A mutual association may merge with a capital stockassociation or a federal capital stock association and a capitalstock association may merge with a mutual association or afederal mutual association. If the surviving association is amutual association, the merger procedures shall be in compliancewith the provisions and requirements of subsections 1 to 8 ofthis section. If the surviving association is a capital stockassociation, the merger procedures shall be in compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo. Both classifications of merger are subject to the approvalof the director of the division of finance of the plan of merger.The criteria, schedule and procedures for approval shall beestablished by the director of the division of finance who maywaive the vote of the members or stockholders of any associationin supervisory cases.
11. In connection with a merger or consolidation under thischapter, an association may charter an interim association tofacilitate a corporate reorganization. A reorganizingassociation proposing to organize such an interim associationmust file a petition for certificate of incorporation of aninterim association with the director of the division of financefor approval.
(1) The director of the division of finance may exempt aninterim association from the sections of this chapter attendantto the chartering of an association which would unduly restrainthe reorganizing association from timely consummation of theproposed reorganization.
(2) If the petition is approved, the director of thedivision of finance shall certify the director's approval of thepetition in writing to the secretary of state along with theincorporation fee and two copies of the articles ofincorporation. The secretary of state shall thereupon issue thecertificate of incorporation.
(3) Criteria for approval, organization and operation of aninterim association may be established by the director of thedivision of finance by regulation.
Merger or consolidation, procedure--association may charter interimassociation, when, procedure.
369.079. 1. A mutual association may merge with anotherassociation or federal mutual association in the manner providedin subsections 1 to 8 of this section. The board of directors ofeach association shall, by resolution adopted by a majority voteof the members of each board, approve a plan of merger settingforth:
(1) The names of the associations proposing to merge, andthe name of the association into which they propose to merge,which is herein designated as "the surviving association";
(2) The terms and conditions of the proposed merger and themode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachmerging association into accounts of the surviving association;
(4) A statement of any changes in the articles ofincorporation of the surviving association to be effected by themerger;
(5) A statement of the contracts pertaining to theemployment, or the retention as consultant, of officers anddirectors of the merged association; and
(6) Such other provisions with respect to the proposedmerger as are deemed necessary or desirable by the boards ofdirectors.
2. Any two or more domestic mutual associations or one ormore domestic mutual associations and one or more federalassociations may consolidate into a new domestic association inthe following manner: The board of directors of each associationshall, by resolution adopted by the majority vote of the membersof each board, approve a plan of consolidation setting forth:
(1) The names of the associations proposing to consolidate,and the name of the new association into which they propose toconsolidate, which is herein designated as "the new association";
(2) The terms and conditions of the proposed consolidationand the mode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachassociation into accounts of the new association;
(4) With respect to the new association, all of thestatements required to be set forth in articles of incorporationfor associations organized under sections 369.010 to 369.369;
(5) Such other provisions with respect to the proposedconsolidation as are deemed necessary or desirable by the boardsof directors.
3. The plan of merger or the plan of consolidation issubject to approval by the director of the division of finance asequitable to the members or account holders of the associationsand as not impairing the usefulness and success of other properlyconducted associations in the community. The board of directorsof each association, upon approving the plan of merger or plan ofconsolidation, and upon receiving the approval of the director ofthe division of finance, shall, by resolution, unless theapproval waives such requirement, direct that the plan besubmitted to a vote at a meeting of members, which may be eitheran annual or a special meeting. The notice of such meeting,whether the meeting be an annual or special meeting, shall statethe place, day, hour and purpose of the meeting, and where a copyof the plan of merger or plan of consolidation may be examined.
4. At each such meeting a vote of the members entitled tovote in person or by proxy shall be taken on the proposed plan ofmerger or consolidation. The plan of merger or consolidationshall be approved upon receiving the affirmative vote of amajority of the members present in person or by proxy, of each ofthe associations.
5. Upon such approval, articles of merger or articles ofconsolidation shall be executed in duplicate by each associationby its president or a vice president, and verified by suchperson, and the corporate seal of each association shall beaffixed thereto, attested by its secretary or an assistantsecretary, and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) As to each association, the number of votes present atthe meeting in person or by proxy;
(3) As to each association, the number of votes for andagainst such plan, respectively.
6. Duplicate originals of the articles of merger orarticles of consolidation shall be delivered to the director ofthe division of finance. If the director of the division offinance finds that the articles conform to law, the directorshall endorse the director's approval thereon and deliver them tothe secretary of state who shall, when all required taxes or feeshave been paid, file the same, keeping one copy as a permanentrecord, and issue a certificate of merger or a certificate ofconsolidation and a certified copy of such certificate, to whichthe director shall affix the other copy of the articles.
7. Upon the issuance of the certificate of merger or thecertificate of consolidation by the secretary of state, themerger or consolidation shall be effected.
8. The certificate of merger and certified copy thereof,with a copy of the articles of merger affixed thereto by thesecretary of state, or the certificate of consolidation andcertified copy thereof, with a copy of the articles ofconsolidation affixed thereto by the secretary of state, shall bedelivered to the surviving association or new association, as thecase may be.
9. A capital stock association or federal capital stockassociation may merge with another association by compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo, subject to receipt of the approval of the director of thedivision of finance of the plan of merger prior to submission ofsuch plan of merger to a vote of the stockholders of therespective associations. The criteria for approval may beestablished by the director of the division of finance byregulation who may waive the vote of the stockholders of anyassociation in supervisory cases.
10. A mutual association may merge with a capital stockassociation or a federal capital stock association and a capitalstock association may merge with a mutual association or afederal mutual association. If the surviving association is amutual association, the merger procedures shall be in compliancewith the provisions and requirements of subsections 1 to 8 ofthis section. If the surviving association is a capital stockassociation, the merger procedures shall be in compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo. Both classifications of merger are subject to the approvalof the director of the division of finance of the plan of merger.The criteria, schedule and procedures for approval shall beestablished by the director of the division of finance who maywaive the vote of the members or stockholders of any associationin supervisory cases.
11. In connection with a merger or consolidation under thischapter, an association may charter an interim association tofacilitate a corporate reorganization. A reorganizingassociation proposing to organize such an interim associationmust file a petition for certificate of incorporation of aninterim association with the director of the division of financefor approval.
(1) The director of the division of finance may exempt aninterim association from the sections of this chapter attendantto the chartering of an association which would unduly restrainthe reorganizing association from timely consummation of theproposed reorganization.
(2) If the petition is approved, the director of thedivision of finance shall certify the director's approval of thepetition in writing to the secretary of state along with theincorporation fee and two copies of the articles ofincorporation. The secretary of state shall thereupon issue thecertificate of incorporation.
(3) Criteria for approval, organization and operation of aninterim association may be established by the director of thedivision of finance by regulation.
Merger or consolidation, procedure--association may charter interimassociation, when, procedure.
369.079. 1. A mutual association may merge with anotherassociation or federal mutual association in the manner providedin subsections 1 to 8 of this section. The board of directors ofeach association shall, by resolution adopted by a majority voteof the members of each board, approve a plan of merger settingforth:
(1) The names of the associations proposing to merge, andthe name of the association into which they propose to merge,which is herein designated as "the surviving association";
(2) The terms and conditions of the proposed merger and themode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachmerging association into accounts of the surviving association;
(4) A statement of any changes in the articles ofincorporation of the surviving association to be effected by themerger;
(5) A statement of the contracts pertaining to theemployment, or the retention as consultant, of officers anddirectors of the merged association; and
(6) Such other provisions with respect to the proposedmerger as are deemed necessary or desirable by the boards ofdirectors.
2. Any two or more domestic mutual associations or one ormore domestic mutual associations and one or more federalassociations may consolidate into a new domestic association inthe following manner: The board of directors of each associationshall, by resolution adopted by the majority vote of the membersof each board, approve a plan of consolidation setting forth:
(1) The names of the associations proposing to consolidate,and the name of the new association into which they propose toconsolidate, which is herein designated as "the new association";
(2) The terms and conditions of the proposed consolidationand the mode of carrying it into effect;
(3) The manner and basis of converting the accounts of eachassociation into accounts of the new association;
(4) With respect to the new association, all of thestatements required to be set forth in articles of incorporationfor associations organized under sections 369.010 to 369.369;
(5) Such other provisions with respect to the proposedconsolidation as are deemed necessary or desirable by the boardsof directors.
3. The plan of merger or the plan of consolidation issubject to approval by the director of the division of finance asequitable to the members or account holders of the associationsand as not impairing the usefulness and success of other properlyconducted associations in the community. The board of directorsof each association, upon approving the plan of merger or plan ofconsolidation, and upon receiving the approval of the director ofthe division of finance, shall, by resolution, unless theapproval waives such requirement, direct that the plan besubmitted to a vote at a meeting of members, which may be eitheran annual or a special meeting. The notice of such meeting,whether the meeting be an annual or special meeting, shall statethe place, day, hour and purpose of the meeting, and where a copyof the plan of merger or plan of consolidation may be examined.
4. At each such meeting a vote of the members entitled tovote in person or by proxy shall be taken on the proposed plan ofmerger or consolidation. The plan of merger or consolidationshall be approved upon receiving the affirmative vote of amajority of the members present in person or by proxy, of each ofthe associations.
5. Upon such approval, articles of merger or articles ofconsolidation shall be executed in duplicate by each associationby its president or a vice president, and verified by suchperson, and the corporate seal of each association shall beaffixed thereto, attested by its secretary or an assistantsecretary, and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) As to each association, the number of votes present atthe meeting in person or by proxy;
(3) As to each association, the number of votes for andagainst such plan, respectively.
6. Duplicate originals of the articles of merger orarticles of consolidation shall be delivered to the director ofthe division of finance. If the director of the division offinance finds that the articles conform to law, the directorshall endorse the director's approval thereon and deliver them tothe secretary of state who shall, when all required taxes or feeshave been paid, file the same, keeping one copy as a permanentrecord, and issue a certificate of merger or a certificate ofconsolidation and a certified copy of such certificate, to whichthe director shall affix the other copy of the articles.
7. Upon the issuance of the certificate of merger or thecertificate of consolidation by the secretary of state, themerger or consolidation shall be effected.
8. The certificate of merger and certified copy thereof,with a copy of the articles of merger affixed thereto by thesecretary of state, or the certificate of consolidation andcertified copy thereof, with a copy of the articles ofconsolidation affixed thereto by the secretary of state, shall bedelivered to the surviving association or new association, as thecase may be.
9. A capital stock association or federal capital stockassociation may merge with another association by compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo, subject to receipt of the approval of the director of thedivision of finance of the plan of merger prior to submission ofsuch plan of merger to a vote of the stockholders of therespective associations. The criteria for approval may beestablished by the director of the division of finance byregulation who may waive the vote of the stockholders of anyassociation in supervisory cases.
10. A mutual association may merge with a capital stockassociation or a federal capital stock association and a capitalstock association may merge with a mutual association or afederal mutual association. If the surviving association is amutual association, the merger procedures shall be in compliancewith the provisions and requirements of subsections 1 to 8 ofthis section. If the surviving association is a capital stockassociation, the merger procedures shall be in compliance withthe provisions and requirements of sections 351.410 to 351.458,RSMo. Both classifications of merger are subject to the approvalof the director of the division of finance of the plan of merger.The criteria, schedule and procedures for approval shall beestablished by the director of the division of finance who maywaive the vote of the members or stockholders of any associationin supervisory cases.
11. In connection with a merger or consolidation under thischapter, an association may charter an interim association tofacilitate a corporate reorganization. A reorganizingassociation proposing to organize such an interim associationmust file a petition for certificate of incorporation of aninterim association with the director of the division of financefor approval.
(1) The director of the division of finance may exempt aninterim association from the sections of this chapter attendantto the chartering of an association which would unduly restrainthe reorganizing association from timely consummation of theproposed reorganization.
(2) If the petition is approved, the director of thedivision of finance shall certify the director's approval of thepetition in writing to the secretary of state along with theincorporation fee and two copies of the articles ofincorporation. The secretary of state shall thereupon issue thecertificate of incorporation.
(3) Criteria for approval, organization and operation of aninterim association may be established by the director of thedivision of finance by regulation.
