13-4-105. Approval of merger by directors and state banking commissioner; disapproval.

(a) A majority of the members of the board of directors of each merging bank shall approve a merger agreement which shall contain:

(i) The name of each merging bank and location of each office;

(ii) With respect to the resulting bank:

(A) Its name and the location of its principal office which shall be a place that was the preexisting office of any merging bank;

(B) The name and residence of each director to serve until the next annual meeting of the stockholders;

(C) The name and residence of each executive officer;

(D) The amount of capital, the number of shares and the par value of each share;

(E) Whether preferred stock is to be issued and the amount, terms and preferences;

(F) The designation of the continuing bank, the charter of which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing bylaws.

(iii) Provisions governing the manner of converting the shares of the merging banks into shares of the resulting bank;

(iv) A statement that the agreement is subject to approval by the state banking commissioner and by the stockholders of each merging bank;

(v) Provisions governing the manner of disposing of the shares of the resulting bank not taken by dissenting stockholders of merging banks;

(vi) Other provisions required by the state banking commissioner.

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

(c) Within thirty (30) days after receipt by the state banking commissioner of the papers specified in subsections (a) and (b) of this section, the state banking commissioner shall approve or disapprove the merger agreement. The state banking commissioner shall approve the agreement if it appears that:

(i) The resulting bank meets with the requirements of state law as to the formation of a new bank;

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

(iii) The agreement is fair;

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

(d) Where a resulting state bank is not to exercise trust powers, the state banking commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.

(e) If the state banking commissioner disapproves an agreement, he shall state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate the objections.