26-903. MERGER PROCEDURE — RESULTING STATE BANK. (1) The board of directors of each merging state bank shall, by a majority of the entire board, approve a merger agreement which shall contain:

(a) A statement or recital that the agreement is subject to approval by the director and by the stockholders of each merging bank.

(b) The name of each merging bank and location of each office.

(c) With respect to the resulting bank:

1. the name and location of the principal and the other offices;

2. the name and residence of each director to serve until the next annual meeting of the stockholders;

3. the name and residence of each officer;

4. the amount of capital, the number of shares and the par value of each share;

5. the amount, terms, and preferences if preferred stock is to be issued; and

6. the amendments to its charter and bylaws.

(d) Provisions governing:

1. the manner of converting the shares of the merging banks into shares of the resulting state bank or into shares of a bank holding company; and

2. the manner of disposing of the shares of the resulting state bank or of the bank holding company not taken by the dissenting stockholders of each merging bank.

(e) Such other provisions as the director may require to enable him to discharge his duties with respect to the merger.

(2) After approval by the board of directors of each merging state bank, the merger agreement shall be submitted to the director for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each merging state bank and evidence of proper action by the board of directors of any merging national bank.

(3) After receipt by the director of the papers specified in subsection (a), the director shall approve or disapprove the merger agreement. The director shall approve the agreement if it finds that:

(a) The resulting state bank meets the requirements as to the formation of a new state bank.

(b) The agreement provides an adequate capital structure including surplus in relation to the deposit liabilities of the resulting state bank and its other activities which are to continue or are to be undertaken.

(c) The agreement is fair.

(d) The merger is not contrary to the public interest.

(4) If the director disapproves an agreement, the objections shall be stated in writing and the merging banks shall be given an opportunity to amend the merger agreement to obviate such objections.

History:

[26-903, added 1979, ch. 41, sec. 2, p. 97.]