(a) A bank or trust company may convert into, or merge or consolidate with, a national bank or a federal savings institution upon:
(1) Authorization by and compliance with the laws of the United States; and
(2) Adoption of a plan of conversion, merger, or consolidation by the affirmative vote of at least:
(A) A majority of its directors; and
(B) The holders of two-thirds of each class of its shares at a meeting held upon not less than ten days' notice to all shareholders.
(b) A state bank or trust company which converts into or merges or consolidates with a national bank or a federal savings institution shall:
(1) Notify the department of the proposed conversion, merger, or consolidation;
(2) Provide such evidence of the adoption of the plan of conversion, merger, or consolidation as the department may request;
(3) Notify the department of any abandonment or disapproval of the plan; and
(4) File with the department and with the Secretary of State a certificate of the approval of the conversion, merger, or consolidation by the appropriate federal regulator.
(c) Conversion, merger, or consolidation of a state institution into a national banking association or a federal savings institution shall be effective upon completion of the requirements in subsection (b) of this Code section, and its articles as an institution existing under the laws of this state shall be automatically terminated.
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