Central credit union conversion, consolidation or merger with bank ortrust company, when, requirements.
370.366. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the directors of the division offinance and the division of credit unions, any central credit unionorganized pursuant to section 370.365 may be converted under the laws ofthis state into a bank or trust company located in this state, or may beconsolidated or merged with one or more banks or trust companies or centralcredit unions incorporated under the laws of the United States or any stateunder the charter of a bank or trust company incorporated under the laws ofthis state; provided, however, that the central credit union and itsmembers must comply with the procedure, notice and voting requirements ofsections 370.351 to 370.357, and that the approval of the director offinance shall not be required for transactions not involving a bank ortrust company. The name of the resulting or surviving bank or trustcompany in the case of conversion, consolidation or merger may be the nameof a party to the conversion, consolidation or merger, provided that in nocase shall the name contain the word "national" or "federal" or be the sameas or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. (1) In the case of conversion the majority of the board ofdirectors of the central credit union shall proceed as is provided by lawfor other individuals incorporating a bank or trust company under the lawsof this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingcentral credit union, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trust companywhich capital stock shall be no less than that required by law for a bankor trust company, as the case may be, to be located in the state ofMissouri;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingcentral credit union although as to rights, powers and duties the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company; and
(d) Shall set out the manner as provided in subdivision (1) ofsection 370.356 in which the ownership interest of the members shall beconverted into stock of the resulting bank or trust company which stockownership by the member or shareholder shall be lawful for this solepurpose; provided, however, that the director of finance may reject anysuch application upon a determination that the statutory treatment accordedthe members of the converting central credit union is not fair andreasonable.
(2) If the director of finance, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director of finance shall grant the charter. If thedirector of finance is not satisfied, the director of finance shallforthwith give notice thereof to the majority of the board of directors ofthe converting central credit union who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new bank or trust company.
(3) Upon the approval of the particular conversion being granted, thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting central credit union a certificate declaringthat the bank or trust company therein named has been duly organized and isthe institution resulting from the conversion of the central credit unioninto the resulting bank or trust company, and that the resulting bank ortrust company is and shall be considered the same business and corporateentity as, and a continuation of the corporate entity and identity of, theconverting central credit union. The certificate shall be recorded in theoffice of the recorder of deeds of the county or city in which theresulting bank or trust company is located and the certificate so recorded,or certified copies thereof, shall be taken in all the courts of this stateas evidence of the conversion of the central credit union into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting central credit union.
(4) When the director of finance has given a certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingcentral credit union in and to every type of property, real, personal andmixed, and choses in action thereto belonging shall be deemed to betransferred to and vest in the resulting bank or trust company without anydeed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting central credit union at the time of its conversion intothe resulting bank or trust company; provided, however, that its corporatepowers shall be limited to those granted to a bank or trust company underthe laws of this state.
3. In the case of consolidation or merger, the same shall beconsummated by each federally chartered central credit union complying withthe laws of the United States relating to the consent of its members, byeach state-chartered central credit union complying with sections 370.351to 370.357 relating to the consent of its members, and also by each bank ortrust company complying with the provisions of the laws of this staterelating to consolidation or merger of banks or trust companies, exceptthat where the resulting institution is a bank rather than a trust companythe number and qualifications of directors and any requirement thatdirectors shall or may be divided into classes shall be determined asprovided by law for banks. The rights of dissenting shareholders of thebank or trust company shall be determined as provided by the laws of thisstate in the case of consolidation or merger of banks or trust companies.The rights of dissenting shareholders of the central credit union shall bedetermined as provided by section 370.356. In the case of consolidation ormerger the resulting bank or trust company shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each central credit union and each bank or trustcompany which is a party to the consolidation or merger.
Central credit union conversion, consolidation or merger with bank ortrust company, when, requirements.
370.366. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the directors of the division offinance and the division of credit unions, any central credit unionorganized pursuant to section 370.365 may be converted under the laws ofthis state into a bank or trust company located in this state, or may beconsolidated or merged with one or more banks or trust companies or centralcredit unions incorporated under the laws of the United States or any stateunder the charter of a bank or trust company incorporated under the laws ofthis state; provided, however, that the central credit union and itsmembers must comply with the procedure, notice and voting requirements ofsections 370.351 to 370.357, and that the approval of the director offinance shall not be required for transactions not involving a bank ortrust company. The name of the resulting or surviving bank or trustcompany in the case of conversion, consolidation or merger may be the nameof a party to the conversion, consolidation or merger, provided that in nocase shall the name contain the word "national" or "federal" or be the sameas or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. (1) In the case of conversion the majority of the board ofdirectors of the central credit union shall proceed as is provided by lawfor other individuals incorporating a bank or trust company under the lawsof this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingcentral credit union, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trust companywhich capital stock shall be no less than that required by law for a bankor trust company, as the case may be, to be located in the state ofMissouri;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingcentral credit union although as to rights, powers and duties the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company; and
(d) Shall set out the manner as provided in subdivision (1) ofsection 370.356 in which the ownership interest of the members shall beconverted into stock of the resulting bank or trust company which stockownership by the member or shareholder shall be lawful for this solepurpose; provided, however, that the director of finance may reject anysuch application upon a determination that the statutory treatment accordedthe members of the converting central credit union is not fair andreasonable.
(2) If the director of finance, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director of finance shall grant the charter. If thedirector of finance is not satisfied, the director of finance shallforthwith give notice thereof to the majority of the board of directors ofthe converting central credit union who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new bank or trust company.
(3) Upon the approval of the particular conversion being granted, thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting central credit union a certificate declaringthat the bank or trust company therein named has been duly organized and isthe institution resulting from the conversion of the central credit unioninto the resulting bank or trust company, and that the resulting bank ortrust company is and shall be considered the same business and corporateentity as, and a continuation of the corporate entity and identity of, theconverting central credit union. The certificate shall be recorded in theoffice of the recorder of deeds of the county or city in which theresulting bank or trust company is located and the certificate so recorded,or certified copies thereof, shall be taken in all the courts of this stateas evidence of the conversion of the central credit union into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting central credit union.
(4) When the director of finance has given a certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingcentral credit union in and to every type of property, real, personal andmixed, and choses in action thereto belonging shall be deemed to betransferred to and vest in the resulting bank or trust company without anydeed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting central credit union at the time of its conversion intothe resulting bank or trust company; provided, however, that its corporatepowers shall be limited to those granted to a bank or trust company underthe laws of this state.
3. In the case of consolidation or merger, the same shall beconsummated by each federally chartered central credit union complying withthe laws of the United States relating to the consent of its members, byeach state-chartered central credit union complying with sections 370.351to 370.357 relating to the consent of its members, and also by each bank ortrust company complying with the provisions of the laws of this staterelating to consolidation or merger of banks or trust companies, exceptthat where the resulting institution is a bank rather than a trust companythe number and qualifications of directors and any requirement thatdirectors shall or may be divided into classes shall be determined asprovided by law for banks. The rights of dissenting shareholders of thebank or trust company shall be determined as provided by the laws of thisstate in the case of consolidation or merger of banks or trust companies.The rights of dissenting shareholders of the central credit union shall bedetermined as provided by section 370.356. In the case of consolidation ormerger the resulting bank or trust company shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each central credit union and each bank or trustcompany which is a party to the consolidation or merger.
Central credit union conversion, consolidation or merger with bank ortrust company, when, requirements.
370.366. 1. Upon compliance with any applicable laws of the UnitedStates and upon obtaining the approval of the directors of the division offinance and the division of credit unions, any central credit unionorganized pursuant to section 370.365 may be converted under the laws ofthis state into a bank or trust company located in this state, or may beconsolidated or merged with one or more banks or trust companies or centralcredit unions incorporated under the laws of the United States or any stateunder the charter of a bank or trust company incorporated under the laws ofthis state; provided, however, that the central credit union and itsmembers must comply with the procedure, notice and voting requirements ofsections 370.351 to 370.357, and that the approval of the director offinance shall not be required for transactions not involving a bank ortrust company. The name of the resulting or surviving bank or trustcompany in the case of conversion, consolidation or merger may be the nameof a party to the conversion, consolidation or merger, provided that in nocase shall the name contain the word "national" or "federal" or be the sameas or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. (1) In the case of conversion the majority of the board ofdirectors of the central credit union shall proceed as is provided by lawfor other individuals incorporating a bank or trust company under the lawsof this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingcentral credit union, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trust companywhich capital stock shall be no less than that required by law for a bankor trust company, as the case may be, to be located in the state ofMissouri;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingcentral credit union although as to rights, powers and duties the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri;
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company; and
(d) Shall set out the manner as provided in subdivision (1) ofsection 370.356 in which the ownership interest of the members shall beconverted into stock of the resulting bank or trust company which stockownership by the member or shareholder shall be lawful for this solepurpose; provided, however, that the director of finance may reject anysuch application upon a determination that the statutory treatment accordedthe members of the converting central credit union is not fair andreasonable.
(2) If the director of finance, as the result of an examination andinvestigation made by the division of finance, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, the director of finance shall grant the charter. If thedirector of finance is not satisfied, the director of finance shallforthwith give notice thereof to the majority of the board of directors ofthe converting central credit union who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new bank or trust company.
(3) Upon the approval of the particular conversion being granted, thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting central credit union a certificate declaringthat the bank or trust company therein named has been duly organized and isthe institution resulting from the conversion of the central credit unioninto the resulting bank or trust company, and that the resulting bank ortrust company is and shall be considered the same business and corporateentity as, and a continuation of the corporate entity and identity of, theconverting central credit union. The certificate shall be recorded in theoffice of the recorder of deeds of the county or city in which theresulting bank or trust company is located and the certificate so recorded,or certified copies thereof, shall be taken in all the courts of this stateas evidence of the conversion of the central credit union into theresulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting central credit union.
(4) When the director of finance has given a certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as if such an institution had originally been organized as a bankor trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingcentral credit union in and to every type of property, real, personal andmixed, and choses in action thereto belonging shall be deemed to betransferred to and vest in the resulting bank or trust company without anydeed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not limitedto, appointments, designations and nominations and all other rights andinterests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting central credit union at the time of its conversion intothe resulting bank or trust company; provided, however, that its corporatepowers shall be limited to those granted to a bank or trust company underthe laws of this state.
3. In the case of consolidation or merger, the same shall beconsummated by each federally chartered central credit union complying withthe laws of the United States relating to the consent of its members, byeach state-chartered central credit union complying with sections 370.351to 370.357 relating to the consent of its members, and also by each bank ortrust company complying with the provisions of the laws of this staterelating to consolidation or merger of banks or trust companies, exceptthat where the resulting institution is a bank rather than a trust companythe number and qualifications of directors and any requirement thatdirectors shall or may be divided into classes shall be determined asprovided by law for banks. The rights of dissenting shareholders of thebank or trust company shall be determined as provided by the laws of thisstate in the case of consolidation or merger of banks or trust companies.The rights of dissenting shareholders of the central credit union shall bedetermined as provided by section 370.356. In the case of consolidation ormerger the resulting bank or trust company shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each central credit union and each bank or trustcompany which is a party to the consolidation or merger.
