§ 28-1-7.5-3 — Resolutions approving plan of exchange; contents; direction for submission to vote of shareholders

Indiana § 28-1-7.5-3

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7.5: Formation of Certain Bank Holding Companies

Text

(a) A bank, trust company, corporate fiduciary,
or stock savings bank and a holding company that desire to effect an
exchange of securities must, by resolutions adopted by the board of
directors of each corporation, approve a plan of exchange which sets
forth:
(1) the names of the holding company and the bank, trust
company, corporate fiduciary, or stock savings bank;
(2) the terms and conditions of the exchange;
(3) the mode of carrying the exchange into effect;
(4) the manner of redemption of all shares of common stock of the
holding company that may be outstanding immediately before the
exchange;
(5) a restatement of such provisions of the articles of
incorporation of the holding company as may be considered
necessary or desirable to give effect to the exchange; and
(6) such other provisions with respect to the exchange as may be
considered necessary or desirable.
(b) The resolution of the board of directors of the bank, trust
company, corporate fiduciary, or stock savings bank and, if the plan of
exchange provides for the amendment of the articles of incorporation
of the holding company, the resolution of the board of directors of the
holding company, must be submitted to a vote of the shareholders of
the corporation, at a meeting of the shareholders. The meeting may be
an annual or a special meeting of the shareholders. If the meeting of
any corporation at which the plan is to be submitted is an annual
meeting, notice of the submission of the plan must be included in the
notice of the annual meeting. If the meeting is a special meeting, the
meeting must be called by the resolution designating the meeting, and
notice of the meeting must be given as provided by law. A copy of the
proposed plan of exchange must be included with the notice of the
annual or special meeting of shareholders given to each shareholder.

Legislative History

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.62; P.L.262-1995, SEC.15.