Section 369.079

Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 369

Effective - 28 Aug 2019, 2 histories   

  369.079.  Merger or consolidation, procedure — association may charter interim association, when, procedure. — 1.  A mutual association may merge with another association or federal mutual association in the manner provided in subsections 1 to 8 of this section.  The board of directors of each association shall, by resolution adopted by a majority vote of the members of each board, approve a plan of merger setting forth:

  (1)  The names of the associations proposing to merge, and the name of the association into which they propose to merge, which is herein designated as "the surviving association";

  (2)  The terms and conditions of the proposed merger and the mode of carrying it into effect;

  (3)  The manner and basis of converting the accounts of each merging association into accounts of the surviving association;

  (4)  A statement of any changes in the articles of incorporation of the surviving association to be effected by the merger;

  (5)  A statement of the contracts pertaining to the employment, or the retention as consultant, of officers and directors of the merged association; and

  (6)  Such other provisions with respect to the proposed merger as are deemed necessary or desirable by the boards of directors.

  2.  Any two or more domestic mutual associations or one or more domestic mutual associations and one or more federal associations may consolidate into a new domestic association in the following manner:  The board of directors of each association shall, by resolution adopted by the majority vote of the members of each board, approve a plan of consolidation setting forth:

  (1)  The names of the associations proposing to consolidate, and the name of the new association into which they propose to consolidate, which is herein designated as "the new association";

  (2)  The terms and conditions of the proposed consolidation and the mode of carrying it into effect;

  (3)  The manner and basis of converting the accounts of each association into accounts of the new association;

  (4)  With respect to the new association, all of the statements required to be set forth in articles of incorporation for associations organized under sections 369.010 to 369.369;

  (5)  Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable by the boards of directors.

  3.  The plan of merger or the plan of consolidation is subject to approval by the director of the division of finance as equitable to the members or account holders of the associations and as not impairing the usefulness and success of other properly conducted associations in the community.  The board of directors of each association, upon approving the plan of merger or plan of consolidation, and upon receiving the approval of the director of the division of finance, shall, by resolution, unless the approval waives such requirement, direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or a special meeting.  The notice of such meeting, whether the meeting be an annual or special meeting, shall state the place, day, hour and purpose of the meeting, and where a copy of the plan of merger or plan of consolidation may be examined.

  4.  At each such meeting a vote of the members entitled to vote in person or by proxy shall be taken on the proposed plan of merger or consolidation.  The plan of merger or consolidation shall be approved upon receiving the affirmative vote of a majority of the members present in person or by proxy, of each of the associations.

  5.  Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each association by its president or a vice president, and verified by such person, and the corporate seal of each association shall be affixed thereto, attested by its secretary or an assistant secretary, and shall set forth:

  (1)  The plan of merger or the plan of consolidation;

  (2)  As to each association, the number of votes present at the meeting in person or by proxy;

  (3)  As to each association, the number of votes for and against such plan, respectively.

  6.  Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the director of the division of finance.  If the director of the division of finance finds that the articles conform to law, the director shall endorse the director's approval thereon and deliver them to the secretary of state who shall, when all required taxes or fees have been paid, file the same, keeping one copy as a permanent record, and issue a certificate of merger or a certificate of consolidation and a certified copy of such certificate, to which the director shall affix the other copy of the articles.

  7.  Upon the issuance of the certificate of merger or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected.

  8.  The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a copy of the articles of consolidation affixed thereto by the secretary of state, shall be delivered to the surviving association or new association, as the case may be.

  9.  A capital stock association or federal capital stock association may merge with another association by compliance with the provisions and requirements of sections 351.410 to 351.458, subject to receipt of the approval of the director of the division of finance of the plan of merger prior to submission of such plan of merger to a vote of the stockholders of the respective associations.  The criteria for approval may be established by the director of the division of finance by regulation who may waive the vote of the stockholders of any association in supervisory cases.

  10.  A mutual association may merge with a capital stock association or a federal capital stock association and a capital stock association may merge with a mutual association or a federal mutual association.  If the surviving association is a mutual association, the merger procedures shall be in compliance with the provisions and requirements of subsections 1 to 8 of this section.  If the surviving association is a capital stock association, the merger procedures shall be in compliance with the provisions and requirements of sections 351.410 to 351.458.  Both classifications of merger are subject to the approval of the director of the division of finance of the plan of merger.  The criteria, schedule and procedures for approval shall be established by the director of the division of finance who may waive the vote of the members or stockholders of any association in supervisory cases.

  11.  In connection with a merger or consolidation under this chapter, an association may charter an interim association to facilitate a corporate reorganization.  A reorganizing association proposing to organize such an interim association must file a petition for certificate of incorporation of an interim association with the director of the division of finance for approval.

  (1)  The director of the division of finance may exempt an interim association from the sections of this chapter attendant to the chartering of an association which would unduly restrain the reorganizing association from timely consummation of the proposed reorganization.

  (2)  If the petition is approved, the director of the division of finance shall certify the director's approval of the petition in writing to the secretary of state along with the incorporation fee and the articles of incorporation.  The secretary of state shall thereupon issue the certificate of incorporation.

  (3)  Criteria for approval, organization and operation of an interim association may be established by the director of the division of finance by regulation.

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(L. 1971 S.B. 3 § 15, A.L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1989 S.B. 40, A.L. 1994 H.B. 1165, A.L. 2019 S.B. 179)