§ 53-16. Consolidation, conversion or merger of State banks or trust companies with national banks.
§53‑16. Consolidation, conversion or merger of State banks or trustcompanies with national banks.
(a) Nothing in the lawof this State shall restrict the right of a State bank or trust company toconsolidate, convert into, or merge with a national bank. The action to betaken by such consolidating, converting, or merging State bank and its rightsand liability and those of its stockholders shall be the same as thoseprescribed by the law of the United States for national banks at the time ofthe action, except that a vote of the holders of two thirds of each class ofvoting stock of a State bank shall be required for the consolidation,conversion, or merger and that upon consolidation, conversion, or merger by aState bank with or into a national bank the rights of dissenting stockholdersshall be those hereinafter specified.
(b) Upon consolidation,conversion, or merger the resulting national bank shall be the same business aseach consolidating, converting, or merging bank with all the property rights, powers,and duties of each consolidating, converting, or merging bank, except asaffected by the law of the United States and by the charter and bylaws of theresulting bank, and any reference to a consolidating, converting, or mergingbank in any writing, whether executed or taking effect before or after theconsolidation, conversion, or merger shall be deemed and taken a reference tothe resulting bank if not inconsistent with the other provisions of suchwriting.
(c) The holders ofshares of the stock of a State bank which were voted against a consolidation,conversion, or merger into a national bank shall be entitled to receive theirvalue in cash, if and when the consolidation, conversion, or merger becomeseffective, upon written demand, made to the resulting national bank at any timewithin 30 days after the effective date of the consolidation, conversion, ormerger accompanied by the surrender of the stock certificate or certificates.The value of such shares shall be determined as of the date of the stockholders'meeting approving the consolidation, conversion, or merger, by threeappraisers, one to be selected by the owners of two thirds of the dissentingshares involved, one by the board of directors of the resulting national bankand the third by the two so chosen. The valuation agreed upon by any twoappraisers shall govern. If the appraisal is not completed within 90 days afterthe consolidation, conversion, or merger becomes effective, the Comptroller ofthe Currency shall cause an appraisal to be made.
(d) The amount fixed asthe value of the shares of stock of the consolidating, converting, or mergingbank at the time of the stockholders' meeting approving the consolidation,conversion, or merger and the amount fixed by the appraisal as hereinbeforeprovided, where the fixed value is not accepted, shall constitute a debt of theresulting national bank.
(e) Upon the completionof the consolidation, conversion, or merger the permit to operate of anyconsolidating, converting, or merging State bank shall automatically terminate.(1929, c. 148, s. 1; 1951, c. 1129, s. 1.)