30.53.030 - Contents of merger agreement -- Approval by each board of directors -- Requirements for director's approval.

Contents of merger agreement — Approval by each board of directors — Requirements for director's approval.

(1) The board of directors of each merging trust company shall, by a majority of the entire board, approve a merger agreement that must contain:

     (a) The name of each merging trust company and location of each office;

     (b) With respect to the resulting trust company, (i) the name and location of the principal and other offices; (ii) the name and mailing address of each director to serve until the next annual meeting of the stockholders; (iii) the name and mailing address of each officer; (iv) the amount of capital, the number of shares and the par value, if any, of each share; and (v) the amendments to its charters and bylaws;

     (c) Provisions governing the exchange of shares of the merging trust companies for such consideration as has been agreed to in the merger agreement;

     (d) A statement that the agreement is subject to approval by the director and the stockholders of each merging trust company;

     (e) Provisions governing the manner of disposing of the shares of the resulting trust company if the shares are to be issued in the transaction and are not taken by dissenting shareholders of merging trust companies; and

     (f) Any other provisions the director requires to discharge his or her duties with respect to the merger;

     (2) After approval by the board of directors of each merging trust company, the merger agreement shall be submitted to the director for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board. Within sixty days after receipt by the director of the merger agreement and resolutions, the director shall approve or disapprove of the merger agreement, and if no action is taken, the agreement is deemed approved. The director shall approve the agreement if it appears that the:

     (a) Resulting trust company meets the requirements of state law as to the formation of a new trust company;

     (b) Agreement provides an adequate capital structure including surplus in relation to the deposit liabilities, if any, of the resulting trust company and its other activities which are to continue or are to be undertaken;

     (c) Agreement is fair; and

     (d) Merger is not contrary to the public interest.

     If the director disapproves an agreement, he or she shall state his or her objections and give an opportunity to the merging trust company to amend the merger agreement to obviate such objections.

[1994 c 256 § 61.]

Notes: Findings -- Construction -- 1994 c 256: See RCW 43.320.007.