§1276. Merger; adoption of plan

A. Any federally insured institution may merge into a savings bank operating under this Chapter. Approval of the plan of merger shall be by resolution adopted by a majority vote of all members of the board of directors of each merging institution.

B. The plan of merger shall include:

(1) The name of each of the merging institutions, the name of the continuing savings bank, the location of the business office, and the location of the branch offices.

(2) With respect to the resulting savings bank, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares to stock and the par value of each share; the charter and bylaws of the resulting savings bank; and a detailed financial statement showing the assets and liabilities after the proposed merger.

(3) Provisions stating the method, terms, and conditions of carrying the merger into effect, including the manner of converting the shares of the merging savings banks into the cash, shares of stock, or other securities or properties stated in the merger agreement to be received by the stockholders of each merging party.

(4) Provisions governing the manner of disposing of any shares of stock of the resulting savings bank which are not taken by the dissenting stockholders of each merging party.

(5) Such other provisions as appear necessary or desirable or as the commissioner may reasonably require to enable him to discharge his duties with respect to the merger.

C. After approval by the board of directors of each of the merging institutions, the merger agreement shall be submitted to the commissioner for approval, together with the certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each merging institution. After receipt of the items specified herein, the commissioner may make or cause to be made an examination of the affairs of each of the merging institutions and their affiliates and subsidiaries, the expense of which is to be paid by the merging institutions.

D. The commissioner may then approve or disapprove the proposed merger agreement. The commissioner shall not approve a merger agreement unless he finds that:

(1) The resulting savings bank meets the requirements of this Chapter for the formation of a new savings bank at the proposed main office of the resulting savings bank.

(2) The same conditions exist with respect to the resulting savings bank as would be required under this Chapter for the organization of a new savings bank.

(3) The merger agreement is fair to all persons affected.

(4) The resulting savings bank will be operated in a safe and sound manner.

E. If the commissioner disapproves of the proposed merger, he shall state his objections in writing and give the merging institutions a stated period of time in which to amend the plan of merger to obviate such objections.

Acts 1990, No. 816, §1, eff. Sept. 1, 1990.