§ 19-7-3 Interstate mergers of stockfinancial institutions. – (a) Any financial institution organized with capital stock may, subject to theapproval of the director or the director's designee, merge or consolidate withone or more banks:
(1) Each of which is organized with capital stock and iseither a financial institution or an out-of-state bank; and
(2) At least one of which is an out-of-state bank, pursuantto a plan of merger or consolidation complying with the provisions of thissection; provided, however, that the following conditions shall apply prior toJune 1, 1997 to the extent consistent with and not preempted by federal laws:
(i) The law of the state in which each of these out-of-statebanks has its principal office permits this type of merger or consolidation; and
(ii) The law of the state in which each of these out-of-statebanks has its principal office authorizes, under conditions not substantiallymore restrictive than those imposed by the laws of this state, as determined bythe director or the director's designee, a financial institution organized withcapital stock to be the successor bank of the merger or consolidation.
(b) The plan of merger or consolidation shall conform to theprovisions of § 7-1.2-1001, and to any other requirements that may beimposed by the laws applicable to each bank not organized under the laws ofthis state.
(c) The plan of merger or consolidation shall requireapproval as follows:
(1) With respect to each financial institution, by the boardof directors and shareholder of that financial institution pursuant to theapplicable provisions of §§ 7-1.2-1001 – 7-1.2-1002, except thata plan of merger or consolidation must receive the affirmative vote of theholders of two thirds (2/3) or more of the shares entitled to vote thereon; and
(2) With respect to each bank not organized under the laws ofthis state, in accordance with the applicable provisions imposed by the lawsunder which it is organized. Thereafter, articles of merger or consolidationcomplying with the applicable provisions of § 7-1.2-1003 and theapplicable provisions of the laws under which each bank not organized under thelaws of this state is organized shall be executed in accordance with theapplicable provisions and presented to the director or the director's designeefor approval, by filing three (3) originals with the director or the director'sdesignee.
(d) Upon receipt of the articles of merger or consolidation,the director or the director's designee shall furnish the applicant a form ofnotice specifying the names of the constituent banks and assigning a date andplace for public hearing on the plan of merger or consolidation. The applicantshall publish the notice at least once a week for three (3) successive weeks,in one or more newspapers designated by the director or the director'sdesignee. Upon a finding that the public interest so requires, the director orthe director's designee may lessen the period and the manner prescribed forgiving notice. In determining whether to approve a proposed merger orconsolidation, the director or the director's designee shall consider whetherthe merger or consolidation is consistent with the safety and soundness of, andthe needs and convenience of the communities served by, each financialinstitution. The procedures for conducting hearings by the director or thedirector's designee and the rights of appeal from decisions of the director orthe director's designee shall be governed by the applicable provisions of thistitle.
(e) If the director or the director's designee approves themerger or consolidation in accordance with subsection (d), he or she shallendorse approval upon each original of the articles of merger or articles ofconsolidation and shall deliver the articles to the applicant. One original ofthe articles of merger or articles of consolidation bearing the approval inwriting shall be filed with the director or the director's designee and two (2)originals shall be filed with the secretary of state, who shall upon payment tothe director or the director's designee of twenty-five dollars ($25.00) issue acertificate of merger or certificate of consolidation pursuant to theprovisions of § 7-1.2-1003. Upon the issuance of the certificate or upon alater date, not more than thirty (30) days after the filing with the secretaryof state of the articles of merger or articles of consolidation, that may beset forth in the plan, the merger or consolidation shall be effected pursuantto the provisions of this chapter with the effects set forth therein. At anytime prior to the filing of the articles of merger or articles of consolidationwith the secretary of state, the merger or consolidation may be abandonedpursuant to the provisions therefor, if any, set forth in the plan of merger orconsolidation.
(f) Any shareholder of a financial institution which is aparty to a plan of merger or consolidation under this section shall have theright to dissent from the corporate action involved in accordance with theprovisions of § 7-1.2-1201 and on the terms and conditions set forth in§ 7-1.2-1202.
(g) If the successor institution of a merger or consolidationunder this chapter is to be organized under laws other than the laws of thisstate, it shall file the following with the director or the director's designeecontemporaneously with the application for approval of the merger orconsolidation:
(1) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation arising out ofits business transacted in this state and any obligation of any of itspredecessor financial institutions, including the enforcement of the rights ofa dissenting shareholder of any predecessor financial institution;
(2) An irrevocable appointment of the director as its agentto accept service of process in any proceeding in the courts of this state orthe courts of the United States situated in this state; and
(3) An agreement that it will promptly pay to the dissentingshareholder of any predecessor financial institution the amount, if any, towhich they shall be entitled.
§ 19-7-3 Interstate mergers of stockfinancial institutions. – (a) Any financial institution organized with capital stock may, subject to theapproval of the director or the director's designee, merge or consolidate withone or more banks:
(1) Each of which is organized with capital stock and iseither a financial institution or an out-of-state bank; and
(2) At least one of which is an out-of-state bank, pursuantto a plan of merger or consolidation complying with the provisions of thissection; provided, however, that the following conditions shall apply prior toJune 1, 1997 to the extent consistent with and not preempted by federal laws:
(i) The law of the state in which each of these out-of-statebanks has its principal office permits this type of merger or consolidation; and
(ii) The law of the state in which each of these out-of-statebanks has its principal office authorizes, under conditions not substantiallymore restrictive than those imposed by the laws of this state, as determined bythe director or the director's designee, a financial institution organized withcapital stock to be the successor bank of the merger or consolidation.
(b) The plan of merger or consolidation shall conform to theprovisions of § 7-1.2-1001, and to any other requirements that may beimposed by the laws applicable to each bank not organized under the laws ofthis state.
(c) The plan of merger or consolidation shall requireapproval as follows:
(1) With respect to each financial institution, by the boardof directors and shareholder of that financial institution pursuant to theapplicable provisions of §§ 7-1.2-1001 – 7-1.2-1002, except thata plan of merger or consolidation must receive the affirmative vote of theholders of two thirds (2/3) or more of the shares entitled to vote thereon; and
(2) With respect to each bank not organized under the laws ofthis state, in accordance with the applicable provisions imposed by the lawsunder which it is organized. Thereafter, articles of merger or consolidationcomplying with the applicable provisions of § 7-1.2-1003 and theapplicable provisions of the laws under which each bank not organized under thelaws of this state is organized shall be executed in accordance with theapplicable provisions and presented to the director or the director's designeefor approval, by filing three (3) originals with the director or the director'sdesignee.
(d) Upon receipt of the articles of merger or consolidation,the director or the director's designee shall furnish the applicant a form ofnotice specifying the names of the constituent banks and assigning a date andplace for public hearing on the plan of merger or consolidation. The applicantshall publish the notice at least once a week for three (3) successive weeks,in one or more newspapers designated by the director or the director'sdesignee. Upon a finding that the public interest so requires, the director orthe director's designee may lessen the period and the manner prescribed forgiving notice. In determining whether to approve a proposed merger orconsolidation, the director or the director's designee shall consider whetherthe merger or consolidation is consistent with the safety and soundness of, andthe needs and convenience of the communities served by, each financialinstitution. The procedures for conducting hearings by the director or thedirector's designee and the rights of appeal from decisions of the director orthe director's designee shall be governed by the applicable provisions of thistitle.
(e) If the director or the director's designee approves themerger or consolidation in accordance with subsection (d), he or she shallendorse approval upon each original of the articles of merger or articles ofconsolidation and shall deliver the articles to the applicant. One original ofthe articles of merger or articles of consolidation bearing the approval inwriting shall be filed with the director or the director's designee and two (2)originals shall be filed with the secretary of state, who shall upon payment tothe director or the director's designee of twenty-five dollars ($25.00) issue acertificate of merger or certificate of consolidation pursuant to theprovisions of § 7-1.2-1003. Upon the issuance of the certificate or upon alater date, not more than thirty (30) days after the filing with the secretaryof state of the articles of merger or articles of consolidation, that may beset forth in the plan, the merger or consolidation shall be effected pursuantto the provisions of this chapter with the effects set forth therein. At anytime prior to the filing of the articles of merger or articles of consolidationwith the secretary of state, the merger or consolidation may be abandonedpursuant to the provisions therefor, if any, set forth in the plan of merger orconsolidation.
(f) Any shareholder of a financial institution which is aparty to a plan of merger or consolidation under this section shall have theright to dissent from the corporate action involved in accordance with theprovisions of § 7-1.2-1201 and on the terms and conditions set forth in§ 7-1.2-1202.
(g) If the successor institution of a merger or consolidationunder this chapter is to be organized under laws other than the laws of thisstate, it shall file the following with the director or the director's designeecontemporaneously with the application for approval of the merger orconsolidation:
(1) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation arising out ofits business transacted in this state and any obligation of any of itspredecessor financial institutions, including the enforcement of the rights ofa dissenting shareholder of any predecessor financial institution;
(2) An irrevocable appointment of the director as its agentto accept service of process in any proceeding in the courts of this state orthe courts of the United States situated in this state; and
(3) An agreement that it will promptly pay to the dissentingshareholder of any predecessor financial institution the amount, if any, towhich they shall be entitled.
§ 19-7-3 Interstate mergers of stockfinancial institutions. – (a) Any financial institution organized with capital stock may, subject to theapproval of the director or the director's designee, merge or consolidate withone or more banks:
(1) Each of which is organized with capital stock and iseither a financial institution or an out-of-state bank; and
(2) At least one of which is an out-of-state bank, pursuantto a plan of merger or consolidation complying with the provisions of thissection; provided, however, that the following conditions shall apply prior toJune 1, 1997 to the extent consistent with and not preempted by federal laws:
(i) The law of the state in which each of these out-of-statebanks has its principal office permits this type of merger or consolidation; and
(ii) The law of the state in which each of these out-of-statebanks has its principal office authorizes, under conditions not substantiallymore restrictive than those imposed by the laws of this state, as determined bythe director or the director's designee, a financial institution organized withcapital stock to be the successor bank of the merger or consolidation.
(b) The plan of merger or consolidation shall conform to theprovisions of § 7-1.2-1001, and to any other requirements that may beimposed by the laws applicable to each bank not organized under the laws ofthis state.
(c) The plan of merger or consolidation shall requireapproval as follows:
(1) With respect to each financial institution, by the boardof directors and shareholder of that financial institution pursuant to theapplicable provisions of §§ 7-1.2-1001 – 7-1.2-1002, except thata plan of merger or consolidation must receive the affirmative vote of theholders of two thirds (2/3) or more of the shares entitled to vote thereon; and
(2) With respect to each bank not organized under the laws ofthis state, in accordance with the applicable provisions imposed by the lawsunder which it is organized. Thereafter, articles of merger or consolidationcomplying with the applicable provisions of § 7-1.2-1003 and theapplicable provisions of the laws under which each bank not organized under thelaws of this state is organized shall be executed in accordance with theapplicable provisions and presented to the director or the director's designeefor approval, by filing three (3) originals with the director or the director'sdesignee.
(d) Upon receipt of the articles of merger or consolidation,the director or the director's designee shall furnish the applicant a form ofnotice specifying the names of the constituent banks and assigning a date andplace for public hearing on the plan of merger or consolidation. The applicantshall publish the notice at least once a week for three (3) successive weeks,in one or more newspapers designated by the director or the director'sdesignee. Upon a finding that the public interest so requires, the director orthe director's designee may lessen the period and the manner prescribed forgiving notice. In determining whether to approve a proposed merger orconsolidation, the director or the director's designee shall consider whetherthe merger or consolidation is consistent with the safety and soundness of, andthe needs and convenience of the communities served by, each financialinstitution. The procedures for conducting hearings by the director or thedirector's designee and the rights of appeal from decisions of the director orthe director's designee shall be governed by the applicable provisions of thistitle.
(e) If the director or the director's designee approves themerger or consolidation in accordance with subsection (d), he or she shallendorse approval upon each original of the articles of merger or articles ofconsolidation and shall deliver the articles to the applicant. One original ofthe articles of merger or articles of consolidation bearing the approval inwriting shall be filed with the director or the director's designee and two (2)originals shall be filed with the secretary of state, who shall upon payment tothe director or the director's designee of twenty-five dollars ($25.00) issue acertificate of merger or certificate of consolidation pursuant to theprovisions of § 7-1.2-1003. Upon the issuance of the certificate or upon alater date, not more than thirty (30) days after the filing with the secretaryof state of the articles of merger or articles of consolidation, that may beset forth in the plan, the merger or consolidation shall be effected pursuantto the provisions of this chapter with the effects set forth therein. At anytime prior to the filing of the articles of merger or articles of consolidationwith the secretary of state, the merger or consolidation may be abandonedpursuant to the provisions therefor, if any, set forth in the plan of merger orconsolidation.
(f) Any shareholder of a financial institution which is aparty to a plan of merger or consolidation under this section shall have theright to dissent from the corporate action involved in accordance with theprovisions of § 7-1.2-1201 and on the terms and conditions set forth in§ 7-1.2-1202.
(g) If the successor institution of a merger or consolidationunder this chapter is to be organized under laws other than the laws of thisstate, it shall file the following with the director or the director's designeecontemporaneously with the application for approval of the merger orconsolidation:
(1) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation arising out ofits business transacted in this state and any obligation of any of itspredecessor financial institutions, including the enforcement of the rights ofa dissenting shareholder of any predecessor financial institution;
(2) An irrevocable appointment of the director as its agentto accept service of process in any proceeding in the courts of this state orthe courts of the United States situated in this state; and
(3) An agreement that it will promptly pay to the dissentingshareholder of any predecessor financial institution the amount, if any, towhich they shall be entitled.
