Sec. 36a-468a. Mergers.
Sec. 36a-468a. Mergers. (a) With the approval of the commissioner, a Connecticut
credit union may merge with a Connecticut credit union, a federal credit union or an
out-of-state credit union in accordance with the requirements of this section. In the
case of a merger with an out-of-state state-chartered credit union where the resulting
institution is the out-of-state state-chartered credit union, the commissioner may not
approve such merger unless such out-of-state credit union maintains share insurance as
required by the Federal Credit Union Act and the laws of the chartering state of such
credit union authorize, under conditions no more restrictive than those imposed by the
laws of this state as determined by the commissioner, a Connecticut credit union to
merge with a credit union chartered in that state. Any federal credit union or out-of-state federally-chartered credit union proposing to merge with a Connecticut credit union
shall comply with all federal laws to effect the merger and shall file proof of such
compliance with the commissioner and any additional information that the commissioner may require. Any out-of-state state-chartered credit union proposing to merge
with a Connecticut credit union shall comply with all laws of its chartering state to effect
the merger and shall file proof of such compliance with the commissioner and any
additional information that the commissioner may require.
(1) The governing boards of the credit unions proposing to merge shall (A) adopt
by majority vote a plan of merger, which shall set forth the name of each credit union
proposing to merge and that of the resulting credit union, and the terms and conditions
of the proposed merger, including the proposed field of membership of the resulting
credit union; (B) enter into a merger agreement; (C) file with the commissioner an
application in accordance with subdivision (2) of this subsection; and (D) in the case
of a terminating Connecticut credit union, submit the plan of merger to its members in
accordance with subdivision (3) of this subsection.
(2) The credit unions proposing to merge shall file an application with the commissioner. Such application shall include (A) the plan of merger and a copy of the minutes
of each of the governing boards adopting the plan of merger; (B) the merger agreement;
(C) an original proposed certificate of amendment to the resulting credit union's certificate of incorporation and proposed amended bylaws, if applicable; (D) financial statements of the merging credit unions and a pro forma financial statement of the resulting
institution; (E) in the case of a terminating Connecticut credit union, a proposed written
notice to its members of the date, time and place of the meeting at which its members
shall vote on the plan of merger and a proposed form of any ballot and proxy; (F)
information addressing the considerations required under subsection (b) of this section;
and (G) such additional information as the commissioner may require.
(3) A terminating Connecticut credit union shall give written notice of the date,
time and place of the meeting at which its members shall vote on the plan of merger.
Such notice shall state that the purpose of the meeting is to consider the plan of merger
and contain or be accompanied by a copy or summary of the plan. The notice shall be
hand-delivered or mailed to each member at such member's last-known address as
shown on the records of the credit union not less than thirty or more than fifty days prior
to the date of the meeting. Unless waived by the commissioner in accordance with
subdivision (2) of subsection (b) of this section, the affirmative vote of two-thirds of
the members of the terminating Connecticut credit union voting on the plan of merger
shall be required for approval of the merger. The terminating Connecticut credit union
shall file with the commissioner a verified statement that the merger has been duly
noticed and approved by its members in accordance with this subdivision.
(b) (1) The commissioner shall not approve a merger pursuant to this section unless
the commissioner considers whether (A) the merging credit unions have engaged in any
unsafe or unsound practice during the one-year period preceding the date on which the
merger application is filed with the commissioner; (B) the resulting credit union will
be adequately capitalized; (C) the resulting credit union will have the managerial capability and the financial resources to serve the proposed membership; (D) the proposed
merger will substantially lessen competition in the Connecticut credit union industry;
(E) the proposed merger will have a beneficial effect in meeting the convenience and
needs of the proposed membership; and (F) the programs, policies and procedures of
the merging credit unions or the resulting credit union relating to anti-money-laundering
activity are adequate, and the merging credit unions have a record of compliance with
anti-money-laundering laws and regulations.
(2) The commissioner may approve a merger pursuant to this section without regard
to field of membership or may waive the membership vote if the commissioner certifies
in writing that based on the information available to the commissioner, one or more of
the Connecticut credit unions proposing to merge are or will be in a doubtful or failing
financial condition, other alternatives to the merger are not reasonably available to protect the credit unions' members and creditors, or an emergency requiring expeditious
action exists, which certification shall be attached to the commissioner's approval.
(3) If the commissioner is satisfied that the requirements of this chapter have been
complied with, the commissioner shall issue an approval of the merger, which approval
may contain such terms and conditions as the commissioner deems necessary or appropriate. After approval of the merger by the commissioner, the resulting credit union shall
file a copy of the merger agreement, the plan of merger, the certificate of amendment to
its certificate of incorporation, if any, and the commissioner's approval in the office of
the Secretary of the State. Within ten days after such documents are filed with the Secretary of the State, the resulting credit union shall file with the commissioner copies of
such filed documents, and in the case of a Connecticut credit union that is the resulting
credit union, a copy of its amended bylaws, if any. The merger agreement may provide
for the effective date of the proposed merger, which shall not be earlier than the filing
of the agreement and the approval of the commissioner in the office of the Secretary of
the State. If the agreement does not provide for an effective date, the merger shall become
effective on the date of the filing of the agreement and approval in the office of the
Secretary of the State.
(c) Upon the effective date of the merger, (1) the corporate existence of the parties
to the merger shall be continued by and in the resulting credit union; (2) the entire assets,
business, good will and franchises of each of the parties to the merger shall be vested
in the resulting credit union without any deed, endorsement or other instrument of transfer; and (3) all of the debts, obligations and liabilities of the parties to the merger shall
be assumed by the resulting credit union.
(P.A. 02-73, S. 67; P.A. 03-84, S. 69; 03-196, S. 16; 03-259, S. 24; P.A. 04-257, S. 57; P.A. 05-74, S. 1.)
History: P.A. 03-84 changed "Commissioner of Banking" to "commissioner", effective June 3, 2003; P.A. 03-196
amended Subsec. (b)(3) by adding provisions re effective date of proposed merger, effective July 1, 2003; P.A. 03-259
added Subsec. (b)(1)(F) re anti-money-laundering activity and compliance; P.A. 04-257 made a technical change in Subsec.
(a)(3), effective June 14, 2004; P.A. 05-74 amended Subsec. (a)(3) to make a technical change, effective June 2, 2005.