1104 - Adoption of plan.
§ 1104. Adoption of plan. (a) General rule.--The board of directors of each of the credit unions, Federal credit unions or out-of-State credit unions which desire to merge or consolidate shall, by resolution adopted by at least a majority of all the members of each board, approve a plan of merger or consolidation setting forth the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, the manner and basis of converting the shares of each credit union, Federal credit union or out-of-State credit union into shares or other securities or obligations of the surviving or new credit union, Federal credit union or out-of-State credit union, and such other details and provisions as are deemed necessary. Except where the approval of the members is not required, the board of directors shall direct that the plan be submitted to a vote of the members of such credit union, Federal credit union or out-of-State credit union entitled to vote thereon at an annual or special meeting of the members to be held on not less than 15 days prior written notice thereof given to each member of record, which notice shall state the place, day, hour and purpose of the meeting and shall have included therein or enclosed therewith a copy or summary of the plan of merger or consolidation. (b) Domestic approval.--The plan of merger or consolidation to form a surviving or new credit union, Federal credit union or out-of-State credit union shall be adopted upon receiving, if the credit union is not the surviving institution, the affirmative vote of at least a majority of the members voting thereon or upon receiving, if the credit union is the surviving institution, the affirmative vote of at least a majority of the board of directors voting thereon. (c) Federal or out-of-State approval.--The plan of merger or consolidation shall be authorized, adopted or approved by each of the merging or consolidating Federal credit unions and out- of-State credit unions in accordance with applicable Federal or State law.