Section 5-16-29 Mergers.
Section 5-16-29
Mergers.
As used in this section, the word "association" shall include federal savings and loan associations incorporated under the Home Owners' Loan Act of 1933. Any two or more associations whose home offices are located in the same or adjoining counties are hereby authorized to merge by complying with the following provisions: The respective boards of directors of such associations shall by a majority vote of each board prepare or authorize to be prepared between such associations a written agreement of merger. When such merger agreement has been ratified by a majority of the membership of the merging association, five copies of such merger agreement, signed and acknowledged before an officer competent to take acknowledgments of deeds, by the president or a vice-president and the secretary or an assistant secretary of each of the merging associations party to such agreement (hereinafter termed "merging associations") together with an equal number of certified copies of the proceedings of each of the meetings of the respective boards of directors at which such agreement was authorized, similarly signed and acknowledged, shall be submitted to the commissioner for his approval. The commissioner, upon receipt of the copies of the merger agreement, shall examine the same to determine whether the proposed plan of merger will work an undue hardship upon the members of any of the associations involved or impair the usefulness and success of other properly conducted associations in the same or neighboring communities and shall either approve or disapprove such proposed merger. In the event any association involved in a proposed merger is a federal savings and loan association, the commissioner shall transmit to the Federal Home Loan Bank Board, Washington, D.C., a copy of the proposed merger agreement and shall not approve the merger agreement unless and until he has been advised, in writing, by the Federal Home Loan Bank Board that said board has no objection thereto. If the commissioner shall, within 60 days after receipt of the merger agreement, fail or refuse to approve any such proposed merger, the associations involved shall have the same right of appeal as is provided by Section 5-16-5 in the event of the failure or refusal of such commissioner to approve a proposed certificate of incorporation and bylaws. Such right of appeal shall not lie in the event any of the merging associations is a federal savings and loan association unless and until the Federal Home Loan Bank Board has advised the commissioner that it has no objection to such merger. Upon approval by the commissioner, which approval shall be endorsed upon three copies of the merger agreement, the merger agreement shall become binding upon the respective merging associations and the merger shall thereupon be effective. The commissioner shall place a copy of the merger agreement so endorsed in the permanent files of his office and forward a copy of the merger agreement so endorsed to the Secretary of State for filing. The remaining copy of the merger agreement so endorsed shall be returned to the association resulting from such merger for its permanent records. The commissioner, upon such approval, shall, if one or more of the merging associations is a federal savings and loan association, notify the Federal Home Loan Bank Board. Upon the effective date of such merger, all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights and credits then owned by the merging associations or which inure to any of them shall immediately by operation of law and without any conveyance or transfer and without any further act or deed be vested in and become the property of the association into which the other associations are absorbed, which shall have, hold and enjoy the same in its own right as fully and to the same extent as the same were possessed, held and enjoyed by the merging associations prior to such merger, and such associations shall be a continuation of the entity and identity of the association into which the other associations are absorbed, and all of the rights and obligations of the merging associations shall remain unimpaired and the association, at the time of the taking effect of such merger, shall succeed to all of the rights and obligations and duties and liabilities of the merging associations. All rights and remedies of creditors and all liens upon the property of the merging associations shall be preserved and all debts, liabilities and duties of the respective merging associations shall thenceforth attach to the association and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. All pending actions or other judicial proceedings to which any of the associations is a party shall not be deemed to have abated or to have discontinued by reason of such merger, but may be pressed to final judgment or order in the same manner as if a merger had not been made, or the association resulting from such merger may be substituted as a party to such actions or proceedings, and any judgment or order may be entered for or against it which might have been entered for or against any of the merging associations theretofore in such action or other judicial proceedings.
(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §235.)