§ 19-7-4 - Interstate mergers of mutual financial institutions.
SECTION 19-7-4
§ 19-7-4 Interstate mergers of mutualfinancial institutions. – (a) Any financial institution organized without capital stock may, subject tothe approval of the director or the director's designee, merge or consolidatewith one or more institutions, if:
(1) Each institution is organized without capital stock andis either a financial institution or an out-of-state bank; and
(2) At least one institution is an out-of-state bank,pursuant to a plan of merger or consolidation complying with the provisions ofthis section; provided, however, the following conditions shall apply prior toJune 1, 1997 to the extent consistent with and not preempted by federal law:
(i) That the law of the state in which each theseout-of-state banks has its principal office expressly permits this type ofmerger or consolidation and
(ii) The law of the state in which each of these out-of-statebanks has its principal office expressly authorizes, under conditions notsubstantially more restrictive than those imposed by the laws of this state, asdetermined by the director or the director's designee, a financial institutionorganized without capital stock under the laws of this state to be thesuccessor bank of this merger or consolidation.
(b) The plan of merger or consolidation shall conform to therelevant provisions of § 7-1.2-1001, and to the other requirements thatmay be imposed by the laws applicable to each bank not organized under the lawsof this state.
(c) The plan of merger or consolidation shall requireapproval as follows:
(1) With respect to a mutual savings bank, by a two thirds(2/3) vote of the board of trustees and majority vote of the depositors of themutual savings bank present in person or by proxy, at a meeting called by theboard of trustees; and
(2) With respect to each bank not organized under the laws ofthis state, in accordance with the applicable provisions imposed by the lawsunder which it is organized. Thereafter, articles of merger or articles ofconsolidation complying with the applicable provisions of § 7-1.2-1003 andthe applicable provisions of the laws under which each bank not organized underthe laws of this state is organized shall be executed in accordance with theseprovisions and presented to the director or the director's designee forapproval by filing three (3) originals with the director or the director'sdesignee.
(d) Upon receipt of the articles of merger or consolidation,the director or the director's designee shall furnish the applicant a form ofnotice specifying the names of the constituent banks and assigning a date andplace for public hearing on the plan of merger or consolidation. The applicantshall publish the notice at least once a week for three (3) successive weeks,in one or more newspapers designated by the director or the director'sdesignee. Upon a finding that the public interest so requires, the director orthe director's designee may lessen the period and the manner prescribed forgiving notice. In determining whether to approve a proposed merger orconsolidation, the director or the director's designee shall consider whetherthe merger or consolidation is consistent with the safety and soundness of, andthe convenience and advantage of the communities served by, each of theseinstitutions. The procedures for conducting hearings by the director or thedirector's designee and the rights of appeal from decisions of the director orthe director's designee shall be governed by the applicable provisions of thistitle.
(e) If the director or the director's designee approves themerger or consolidation in accordance with subsection (d), he or she shallendorse his or her approval upon each original of the articles of merger orarticles of consolidation and shall deliver the articles to the applicant. Oneoriginal of the articles of merger or articles of consolidation bearing theapproval in writing shall be filed with the director or the director'sdesignee. Two (2) originals shall be filed with the secretary of state, whoshall upon payment to him or her of twenty-five dollars ($25.00) issue acertificate of merger or certificate of consolidation pursuant [to]§ 7-1.2-1003. Upon the issuance of the certificate or upon a later date,not more than thirty (30) days after the filing with the secretary of state ofthe articles of merger or articles of consolidation, that may be set forth inthe plan, the merger or consolidation shall be effected pursuant to theprovisions of this chapter with the effects set forth therein. At any timeprior to the filing of the articles of merger or articles of consolidation withthe secretary of state, the merger or consolidation may be abandoned pursuantto the provisions therefor, if any, set forth in the plan of merger orconsolidation.
(f) A merger or consolidation may be approved and effectedpursuant to the provisions of this section, notwithstanding that the capital toliabilities ratio of the constituent banks exceeds the percentage of any of theother constituent banks, and no constituent bank having such excess ofpercentage shall be required to pay an extra dividend or make any distributionto its shareholders or depositors, nor shall any shareholder or depositor haveany appraisal or dissenting right with respect to the merger or consolidation.
(g) If the successor bank of a merger or consolidation is tobe organized under laws other than the laws of this state, it shall file thefollowing with the director or the director's designee contemporaneously withthe application for approval of the merger or consolidation:
(1) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation arising out ofits business transacted in this state and any of its predecessor financialinstitutions; and
(2) An irrevocable appointment of the director as its agentto accept service of process in any proceeding in the courts of this state orthe courts of the United States situated in this state.