§ 11-30-122 — Merger

Colorado § 11-30-122

• Jurisdiction: Colorado
• Title 11: Financial
• Art.: Credit Unions - General Provisions

Text

(1) The method of merger of two or more credit unions
shall be as follows:

(a) (I) The board of directors of the continuing and each merging credit union
shall:

(A) Approve a plan for the proposed merger; and

(B) Authorize representatives of each credit union to act on each credit
union's behalf to bring about the merger.

(II) The plan shall include such information as the board deems appropriate.

(b) Upon approval of the merger plan by each board of directors for each
credit union involved in the transaction, the merger plan, together with the
resolutions of each board of directors, shall be submitted to the board. If the board
determines that the merger plan complies with the provisions of this article and any
applicable rules thereto, the board may approve the merger plan, subject to such
other specific requirements as may be prescribed to fulfill the intended purposes of
the proposed merger.

(c) A meeting of the members of each merging credit union involved shall be
called for the purpose of considering a merger. Notice of the meeting, including
purpose, date, time, place, and ballot of the merger plan shall be given to the entire
membership. At such meeting, at least two-thirds of the members present and
voting must approve the proposed merger. If any member approves or disapproves
the merger by returning a ballot, signed by such member, to the secretary of the
credit union at or before the meeting, such ballot for all purposes of this section
shall be deemed equivalent to the vote of such member at such meeting,
notwithstanding the member is not then present.

(2) The merger shall thereupon be consummated in the following manner:

(a) The duly authorized representatives of each credit union shall execute, in
duplicate, a certificate of merger stating:

(I) That the board of directors of each credit union has approved the merger;

(II) That more than two-thirds of the members of each merging credit union
have approved the terms and conditions of the proposed merger at a meeting of the
members called for that purpose; and

(III) The name and location of the continuing credit union.

(b) The continuing credit union shall prepare and adopt any bylaw
amendments required by the board, consistent with the provisions of this article,
and execute the same in duplicate.

(c) The certificate above provided for and any required bylaw amendments,
both executed in duplicate, shall be forwarded to the board.

(3) (Deleted by amendment, L. 2004, p. 133, � 10, effective July 1, 2004.)

(4) If the board approves the certificate and bylaw amendments, it shall so
notify the representatives and shall issue a certificate of approval, attach it to the
duplicate certificate of merger, and return the same to the representatives of the
participating credit unions together with the duplicate of the bylaw amendments.

(5) The duplicate of the certificate of merger with the board's certificate of
approval attached shall be filed with the secretary of state, who shall make a
record of the certificate and return it, with the secretary of state's certificate of
record attached, to the board for permanent record. The fee for the filing shall be
determined and collected pursuant to section 24-21-104 (3).

(6) Thereupon the participating credit unions shall be merged in accordance
with the provisions of this section. The continuing credit union shall take over the
assets and assume all the liabilities of each merging credit union.

(7) A state chartered credit union may merge with a federal credit union
provided all requirements outlined in this article and the appropriate federal credit
union regulations have been complied with and approval of such proposed merger
has been authorized by the board of directors of each credit union involved.

(8) A credit union may merge with a credit union that is chartered in another
state so long as the merger is approved by the board of directors of each credit
union, the commissioner, and the federal national credit union administration.
Before approving a merger, the commissioner shall consider the condition of each
credit union that is a party to the merger and whether the merger poses any risks to
the members of each credit union.

Legislative History

Source: L. 31: p. 305, � 21. CSA: C. 47, � 21. L. 41: p. 378, � 21. L. 51: p. 316, � 9. CRS 53: � 38-1-22. C.R.S. 1963: � 38-1-22. L. 75: (1) amended and (7) added, p. 397, � 3, effective June 16. L. 83: (5) amended, p. 876, � 40, effective July 1. L. 84: (2)(a) amended, p. 376, � 11, effective July 1. L. 90: (2)(c) and (3) to (5) amended, p. 1838, � 12, effective May 31. L. 93: (2)(c) and (3) to (5) amended, p. 1446, � 8, effective June 6. L. 2004: (1) to (4) and (6) amended, p. 133, � 10, effective July 1. L. 2005: (2)(a) amended, p. 763, � 16, effective June 1. L. 2024: (5) amended and (8) added, (HB 24-1381), ch. 350, p. 2363, � 4, effective August 7.