(a)Except as provided in section 33.1 of this
chapter, any two (2) or more credit unions may, with the approval of
the department, merge. This section authorizes the merger of a credit
union organized under this chapter with a credit union organized under
any other law.
(b)The board of directors of each credit union participating in the
merger must by majority vote approve a joint agreement of merger.
(c)After the resolutions approving a joint agreement of merger have
been adopted by the board of directors of each credit union, the credit
unions shall submit the resolutions and joint agreement to the
department for approval. The department may, in the department's
discretion, approve or disapprove the resolution and joint agreement.
In deciding whether to approve or disapprove the resol
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(a) Except as provided in section 33.1 of this
chapter, any two (2) or more credit unions may, with the approval of
the department, merge. This section authorizes the merger of a credit
union organized under this chapter with a credit union organized under
any other law.
(b) The board of directors of each credit union participating in the
merger must by majority vote approve a joint agreement of merger.
(c) After the resolutions approving a joint agreement of merger have
been adopted by the board of directors of each credit union, the credit
unions shall submit the resolutions and joint agreement to the
department for approval. The department may, in the department's
discretion, approve or disapprove the resolution and joint agreement.
In deciding whether to approve or disapprove the resolution and joint
agreement under this section, the department shall consider the
following factors:
(1) Whether the surviving credit union resulting from the
proposed transaction will be operated in a safe, sound, and
prudent manner.
(2) Whether the financial condition of any credit union subject to
the proposed transaction will jeopardize the financial stability of
any other credit unions subject to the proposed transaction.
(3) Whether the proposed transaction will result in a credit union
that has inadequate capital, unsatisfactory management, or poor
earnings prospects.
(4) Whether the proposed transaction, in the department's
judgment and considering the available information under the
prevailing circumstances, will result in an institution that is more
favorable to the stakeholders than if the entities were to remain
separate.
(5) Whether the management or other principals of the credit
union that will result from the proposed transaction are qualified
by character and financial responsibility to control and operate in
a legal and proper manner the resulting credit union.
(6) Whether the credit unions subject to the proposed transaction
furnish all the information the department requires in reaching the
department's decision.
(d) If the joint agreement is approved by the department, any credit
union whose existence will terminate as a result of the merger shall
submit the joint agreement to a vote of its shareholders as directed by
the resolution of the board of directors. A majority of the shareholders
voting may approve the joint agreement. However, the department may
permit the merger to become effective without the affirmative vote of
the membership of a credit union if that credit union is in danger of
insolvency or if the qualified group or groups associated with the credit
union either have ceased or will soon cease to exist.
(e) After approval of the joint agreement by the shareholders of the
merging credit unions, each credit union shall execute in triplicate
articles of merger, on forms furnished by the department, which shall
set forth the following:
(1) The time and place of the meeting of the board of directors at
which the plan was approved.
(2) The vote by which the plan was approved by the board.
(3) A copy of the resolution or other action by which the plan was
agreed upon.
(4) The time and place of the meeting of the members at which
the plan was approved.
(5) The vote by which the plan was approved by the members.
(f) The articles, joint agreement, and resolutions shall be delivered
to the department for certification, which shall be evidenced in the
manner prescribed in IC 28-12-5, and shall be presented to the
secretary of state for filing. The secretary of state shall file one (1) copy
of the articles of merger and shall issue a certificate of merger and two
(2) copies of the articles of merger to the surviving credit union. The
date on which the secretary of state issues the certificate of merger is
the effective date of the merger.
(g) The articles of merger shall be filed with the county recorder of
the county in which the principal office of the surviving credit union is
located.
Formerly: Acts 1974, P.L.130, SEC.9. As amended by Acts
1979, P.L.267, SEC.5; Acts 1982, P.L.170, SEC.5; P.L.270-1983,
SEC.9; P.L.52-1985, SEC.11; P.L.14-1992, SEC.130; P.L.263-1995,
SEC.29; P.L.35-2010, SEC.169; P.L.73-2016, SEC.26; P.L.222-2025,
SEC.4.