§ 19-2-13 Merger. – (a) Any financial institution may, subject to the approval of the director orthe director's designee, to be given on any notice and terms that the directoror the director's designee may require:
(1) Merge into or consolidate with another regulatedinstitution or other insured-deposit-taking institution duly organized underthe laws of the United States;
(2) Purchase substantially all of the assets and assumesubstantially all of the liabilities of another regulated institution or otherinsured-deposit-taking institution duly organized under the laws of the UnitedStates; or
(3) Acquire more than fifty percent (50%) of the stock ofanother regulated institution or other insured-deposit-taking institution dulyorganized under the laws of the United States.
Any of these transactions shall be undertaken pursuant to aplan that has been approved by an affirmative vote of two thirds (2/3) of theboard of directors and, in the case of a mutually owned financial institution,two thirds (2/3) of the board of directors or trustees and a majority vote ofthe depositors of the mutually owned financial institutions present in personor by proxy, at a meeting called by the board of directors or trustees. For thepurpose of this section, unless otherwise required under applicable provisionsof federal banking law, the depositor shall be deemed to be the individualwhose tax identification number or social security number is used by the bankfor interest reporting purposes to the Internal Revenue Service.
(b) The director or the director's designee shall consider:
(1) The fairness to the owners of the financial institutions;
(2) The financial condition of the financial institutions; and
(3) The public convenience and advantage.
(c) All regulated institutions merged under this chaptershall comply with the relevant provisions of §§ 7-1.2-1001 –7-1.2-1005.
(d) The original of the articles of merger, bearing theapproval of the director or the director's designee, shall be filed with thedirector or the director's designee and duplicates shall be filed with thesecretary of state, who shall upon payment to him or her of twenty-five dollars($25.00) issue a certificate of merger or certificate of consolidation pursuantto § 7-1.2-1003. Upon the issuance of the certificate or upon a laterdate, not more than thirty (30) days after the filing of the articles of mergeror articles of consolidation, as may be set forth in the articles, the mergeror consolidation shall be effected pursuant to § 7-1.2-1005. Anyshareholder of a financial institution that is a party to a plan requiringapproval under this section shall have the right to dissent from the actioninvolved, in accordance with § 7-1.2-1201, and any shareholder who electsto exercise that right in compliance with § 7-1.2-1202 shall be entitledto the rights of dissenting shareholders on the terms and conditions set forthin § 7-1.2-1202. References to "articles of incorporation" in chapter 1.2of title 7 shall be deemed to refer to the "Agreement to Form" of the financialinstitution involved.
§ 19-2-13 Merger. – (a) Any financial institution may, subject to the approval of the director orthe director's designee, to be given on any notice and terms that the directoror the director's designee may require:
(1) Merge into or consolidate with another regulatedinstitution or other insured-deposit-taking institution duly organized underthe laws of the United States;
(2) Purchase substantially all of the assets and assumesubstantially all of the liabilities of another regulated institution or otherinsured-deposit-taking institution duly organized under the laws of the UnitedStates; or
(3) Acquire more than fifty percent (50%) of the stock ofanother regulated institution or other insured-deposit-taking institution dulyorganized under the laws of the United States.
Any of these transactions shall be undertaken pursuant to aplan that has been approved by an affirmative vote of two thirds (2/3) of theboard of directors and, in the case of a mutually owned financial institution,two thirds (2/3) of the board of directors or trustees and a majority vote ofthe depositors of the mutually owned financial institutions present in personor by proxy, at a meeting called by the board of directors or trustees. For thepurpose of this section, unless otherwise required under applicable provisionsof federal banking law, the depositor shall be deemed to be the individualwhose tax identification number or social security number is used by the bankfor interest reporting purposes to the Internal Revenue Service.
(b) The director or the director's designee shall consider:
(1) The fairness to the owners of the financial institutions;
(2) The financial condition of the financial institutions; and
(3) The public convenience and advantage.
(c) All regulated institutions merged under this chaptershall comply with the relevant provisions of §§ 7-1.2-1001 –7-1.2-1005.
(d) The original of the articles of merger, bearing theapproval of the director or the director's designee, shall be filed with thedirector or the director's designee and duplicates shall be filed with thesecretary of state, who shall upon payment to him or her of twenty-five dollars($25.00) issue a certificate of merger or certificate of consolidation pursuantto § 7-1.2-1003. Upon the issuance of the certificate or upon a laterdate, not more than thirty (30) days after the filing of the articles of mergeror articles of consolidation, as may be set forth in the articles, the mergeror consolidation shall be effected pursuant to § 7-1.2-1005. Anyshareholder of a financial institution that is a party to a plan requiringapproval under this section shall have the right to dissent from the actioninvolved, in accordance with § 7-1.2-1201, and any shareholder who electsto exercise that right in compliance with § 7-1.2-1202 shall be entitledto the rights of dissenting shareholders on the terms and conditions set forthin § 7-1.2-1202. References to "articles of incorporation" in chapter 1.2of title 7 shall be deemed to refer to the "Agreement to Form" of the financialinstitution involved.
§ 19-2-13 Merger. – (a) Any financial institution may, subject to the approval of the director orthe director's designee, to be given on any notice and terms that the directoror the director's designee may require:
(1) Merge into or consolidate with another regulatedinstitution or other insured-deposit-taking institution duly organized underthe laws of the United States;
(2) Purchase substantially all of the assets and assumesubstantially all of the liabilities of another regulated institution or otherinsured-deposit-taking institution duly organized under the laws of the UnitedStates; or
(3) Acquire more than fifty percent (50%) of the stock ofanother regulated institution or other insured-deposit-taking institution dulyorganized under the laws of the United States.
Any of these transactions shall be undertaken pursuant to aplan that has been approved by an affirmative vote of two thirds (2/3) of theboard of directors and, in the case of a mutually owned financial institution,two thirds (2/3) of the board of directors or trustees and a majority vote ofthe depositors of the mutually owned financial institutions present in personor by proxy, at a meeting called by the board of directors or trustees. For thepurpose of this section, unless otherwise required under applicable provisionsof federal banking law, the depositor shall be deemed to be the individualwhose tax identification number or social security number is used by the bankfor interest reporting purposes to the Internal Revenue Service.
(b) The director or the director's designee shall consider:
(1) The fairness to the owners of the financial institutions;
(2) The financial condition of the financial institutions; and
(3) The public convenience and advantage.
(c) All regulated institutions merged under this chaptershall comply with the relevant provisions of §§ 7-1.2-1001 –7-1.2-1005.
(d) The original of the articles of merger, bearing theapproval of the director or the director's designee, shall be filed with thedirector or the director's designee and duplicates shall be filed with thesecretary of state, who shall upon payment to him or her of twenty-five dollars($25.00) issue a certificate of merger or certificate of consolidation pursuantto § 7-1.2-1003. Upon the issuance of the certificate or upon a laterdate, not more than thirty (30) days after the filing of the articles of mergeror articles of consolidation, as may be set forth in the articles, the mergeror consolidation shall be effected pursuant to § 7-1.2-1005. Anyshareholder of a financial institution that is a party to a plan requiringapproval under this section shall have the right to dissent from the actioninvolved, in accordance with § 7-1.2-1201, and any shareholder who electsto exercise that right in compliance with § 7-1.2-1202 shall be entitledto the rights of dissenting shareholders on the terms and conditions set forthin § 7-1.2-1202. References to "articles of incorporation" in chapter 1.2of title 7 shall be deemed to refer to the "Agreement to Form" of the financialinstitution involved.
