§ 28-3-2-3 — Shareholders' meeting; completion of conversion, merger, or consolidation

The board of directors of the bank or trust
company and the board of directors of the national banking association
shall each give notice of the time, place, and object of the shareholders'
meeting, to act upon the plan of conversion, merger, or consolidation,
to each of their respective shareholders of record, which notice may be
waived specifically by any shareholder. The meeting of the
shareholders of a bank or trust company shall be called in accordance
with the provisions of IC 28-13, and the meeting of the shareholders of
a national banking association shall be called in accordance with the
provisions of the laws of the United States. The plan of conversion,
merger, or consolidation shall be adopted provided the shareholders of
at least two-thirds (2/3) of each class of the capital stock of the bank or
trust company and the shareholders of at least two-thirds (2/3) of each
class of the capital stock of the national banking association vote
affirmatively in favor of such plan. The conversion of a bank or trust
company into a national banking association shall be considered as
completed upon the issuance of a national bank charter or other
evidence of conversion by the comptroller of the currency. The
conversion of a national banking association into a state bank shall be
considered completed upon the acceptance of articles of incorporation
by the department of financial institutions and the issuance of a
certificate of incorporation by the secretary of state of the state of
Indiana. The merger and consolidation of a bank or trust company with
a national banking association shall be considered completed upon
filing with the department of financial institutions a certificate of
merger or consolidation executed by the comptroller of the currency.
The merger and consolidation of a national banking association with a
bank or trust company shall be considered completed upon the
approval, by the department of financial institutions, of articles of
merger or consolidation and the execution of a certificate of merger or
consolidation by the secretary of state of the state of Indiana.
Formerly: Acts 1953, c.69, s.3. As amended by P.L.263-1985,
SEC.130; P.L.171-1996, SEC.40.