§ 54C-35. Merger of like savings banks.
§ 54C‑35. Merger oflike savings banks.
Any two or more mutual savingsbanks or any two or more stock savings banks organized and operating, may mergeor consolidate into a single savings bank. The procedure to effect the mergeris as follows:
(1) The directors, or amajority of them, of the savings banks that desire to merge may, at separatemeetings, enter into a written agreement of merger signed by them and under thecorporate seals of the respective savings banks specifying each savings bank tobe merged and the savings bank that is to receive into itself the mergingsavings bank or banks, and prescribing the terms and conditions of the mergerand the mode of carrying it into effect. The merger agreement may provide otherprovisions with respect to the merger as appear necessary or desirable, or asthe Commissioner of Banks may require.
(2) The merger agreementtogether with copies of the minutes of the meetings of the respective boards ofdirectors verified by the secretaries of the respective savings banks shall besubmitted to the Commissioner of Banks, who shall cause a careful investigationand examination to be made of the affairs of the savings banks proposing tomerge, including a determination of their respective assets and liabilities.Each savings bank that is investigated and examined shall pay the cost andexpense for the examination. If, as a result of the investigation, theCommissioner of Banks concludes that the members or stockholders of each of thesavings banks proposing to merge will be benefited by the merger, theCommissioner of Banks shall, in writing, approve the merger. If theCommissioner of Banks deems that the proposed merger will not be in theinterest of all members or stockholders of the savings banks so merging, theCommissioner of Banks shall, in writing, disapprove the merger. If theCommissioner of Banks approves the merger agreement, then it shall besubmitted, within 45 days after notice to the savings banks of the approval, tothe members or stockholders of each savings bank, as provided in subdivision(3) of this section. The savings bank may appeal the disapproval of the mergerto the Commission.
(3) A special meeting ofthe members or stockholders of each of the savings banks shall be heldseparately upon notice of not less than 20 days to members or stockholders ofeach savings bank. The notice of meeting shall specify the time, place, andpurpose of such meeting. Notice shall be given to members of each mutualsavings bank in accordance with the methods specified in its charter and bylawsand by one or more of the following methods: (i) personal service or (ii)postage prepaid mail to the last address of each member appearing upon therecords of the savings bank. Provided; however, with respect to a merger of twomutual savings banks, as an alternative to the methods of notice specifiedabove, the mutual savings bank which is to be the surviving savings bank of theproposed merger may provide the notice of meeting by publication of notice atleast once a week for four consecutive weeks in one or more newspapers ingeneral circulation in the county or counties in which the savings bank has itsprincipal and any branch offices. Notice shall be given to stockholders of eachstock‑owned savings bank in accordance with the method specified for ameeting of stockholders in its charter and bylaws. The secretary or otherofficer of each savings bank shall make proof by certification at such meetingof the due service of the notice or call for said meeting.
(4) At separate meetingsof the members or stockholders of the respective savings banks, the members orstockholders may adopt, by an affirmative vote of a majority of the votes orshares present, in person or by proxy, a resolution to merge into a singlesavings bank upon the terms of the merger agreement as shall have been agreedupon by the directors of the respective savings banks and as approved by theCommissioner of Banks. Upon the adoption of the resolution, a copy of theminutes of the proceedings of the meetings of the members or stockholders ofthe respective savings banks, certified by an appropriate officer of themerging savings banks, shall be filed in the office of the Commissioner ofBanks. Within 15 days after the receipt of a certified copy of the minutes of themeetings, the Commissioner of Banks shall either approve or disapprove theproceedings for compliance with this section. If the Commissioner of Banksapproves the proceedings, the Commissioner of Banks shall issue a certificateof approval of the merger. The certificate shall be filed and recorded in theoffice of the Secretary of State. When the certificate is so filed, the mergeragreement shall take effect according to its terms and is binding upon all themembers or stockholders of the savings banks merging, and it is deemed to bethe act of merger of the constituent savings banks under the laws of thisState, and the certificate or certified copy thereof is evidence of theagreement and act of merger of the savings banks and the observance and performanceof all acts and conditions necessary to have been observed and performedprecedent to the merger. Within 60 days after its receipt from the Secretary ofState, the certified copy of the certificate shall be filed with the registerof deeds of the county or counties in which the respective savings banks somerged have recorded their original certificates of incorporation. Failure toso file shall subject the savings bank to only a penalty of one hundred dollars($100.00) to be collected by the Secretary of State. If the Commissioner ofBanks disapproves the proceedings, the Commissioner of Banks shall issue awritten statement of the reasons for the disapproval and notify the savingsbanks to that effect. The savings banks may appeal the disapproval to theCommission.
(5) Upon the merger ofany savings bank, as above provided, into another:
a. Its corporateexistence is merged into that of the receiving savings bank; and all its right,title, interest in and to all property of whatsoever kind, whether real,personal or mixed, and things in action, and every right, privilege, interestor asset of any conceivable value or benefit then existing belonging orpertaining to it, or which would inure to it under an unmerged existence, shallimmediately by act of law and without any conveyance or transfer, and withoutany further act or deed, be vested in and become the property of the receivingsavings bank, which shall have, hold, and enjoy the same in its own right asfully and to the same extent as if the same were possessed, held, or enjoyed bythe savings banks so merged; and the receiving savings bank shall absorb fullyand completely the savings bank or banks so merged.
b. Its rights,liabilities, obligations, and relations to any person shall remain unchangedand the savings bank into which it has been merged shall, by the merger,succeed to all the relations, obligations, and liabilities as though it haditself assumed or incurred the same. No obligation or liability of a member,customer, or stockholder in a savings bank that is a party to the merger shallbe affected by the merger, but obligations and liabilities shall continue asthey existed before the merger, unless otherwise provided in the mergeragreement.
c. A pending action orother judicial proceeding to which a savings bank that is so merged is a party,is not deemed to have abated or to have discontinued by reason of the merger,but may be prosecuted to final judgment, order, or decree in the same manner asif the merger had not been made; or the receiving savings bank may besubstituted as a party to the action or proceeding, and any judgment, order, ordecree may be rendered for or against it that might have been rendered for oragainst the other savings bank if the merger had not occurred.
(6) Notwithstanding anyother provision of this section, the Commissioner of Banks may waive any or allof the foregoing requirements upon finding that waiver would be in the bestinterest of the members or stockholders of the merging savings banks. (1991, c. 680, s. 1; 1995, c.479, s. 5; 2001‑193, s. 16.)