§ 19-5-24 - Merger.
SECTION 19-5-24
§ 19-5-24 Merger. – (a) Any credit union may, with approval of the director or the director'sdesignee, merge with another credit union under the agreement to form of thesurviving credit union, pursuant to any plan agreed upon by a two thirds (2/3)vote of those members of the board of directors of each credit union joining inthe merger present at a meeting called for that purpose. Additionally, themerger must be approved by the affirmative vote of members representing twothirds (2/3) of the members present of the credit union to be merged, who areeligible to vote pursuant to the bylaws of the credit union either at a meetingof the members duly called for that purpose or in writing, and if the mergerhas a significant impact on the surviving credit union, as determined by thedirector or the director's designee, the merger must also be approved by theaffirmative vote of members representing two thirds (2/3) of the memberspresent of the surviving credit union, who are eligible to vote pursuant to thebylaws of the credit union either at a meeting of the members duly called forthat purpose or in writing. The credit union being merged shall be required tomail notice of the meeting to its members. Notice of the members' meeting shallbe mailed to all members of the surviving credit union in the discretion of thedirector or the director's designee. The director or the director's designeemay waive any or all of the foregoing requirements with respect to notice or tovotes of members of the merged credit union or the surviving credit union inorder to avert insolvency or imminent failure.
(b) Upon approval by the director or the director's designeeand after the votes by the boards of directors and approval of the members ofthe credit union to be merged, the president and clerk or secretary of eachcredit union shall execute, in triplicate, a certificate of merger, which shallset forth all of the following:
(1) The time and place of the meeting of the board ofdirectors at which the plan was agreed upon;
(2) The vote in favor of adoption of the plan;
(3) A copy of the resolution or other action by which theplan was agreed upon;
(4) The time and place of the meeting of the members at whichthe plan agreed upon was approved, if applicable;
(5) The vote by which the plan was approved by the members,if applicable; and
(6) The date the merger was approved by the director or thedirector's designee.
(c) The certificates, in triplicate, and a copy of the planof merger agreed upon shall be forwarded to the director or the director'sdesignee and a copy of the certificate, certified by the director, shall bereturned to the merging credit unions within thirty (30) days. Upon any suchmerger so effected, all property, property rights, and interest of the mergedcredit union shall vest in the surviving credit union without deed,endorsement, or other instrument of transfer, and all debts, obligations, andliabilities of the merged credit union shall be deemed to have been assumed bythe surviving credit union under whose agreement to form the merger waseffected.