§ 6-03-11 — Conversion, consolidation, or merger

North Dakota § 6-03-11

• Jurisdiction: North Dakota
• Title 6: Banks and Banking
• Ch. 6-03: Powers, Management, and Operation of Banks

Text

1. Any two or more banking institutions upon making application to the commissioner or
the state banking board may consolidate or merge if authorized by the commissioner
or board into one banking institution under the charter of either existing banking
institution on such terms and conditions as lawfully may be agreed upon by a majority
of the board of directors of each banking institution proposing to consolidate or merge
subject to rules adopted by the state banking board.
2. Before becoming final, such consolidation or merger must be ratified and confirmed by
the:
a. Vote of the shareholders of each such banking institution owning at least
two-thirds of its capital stock outstanding at a meeting to be held on the call of the
directors. Notice of such meeting and of the purpose thereof must be given to
each shareholder of record by registered or certified mail at least ten days prior to
the meeting. The shareholders may unanimously waive such notice and may
consent to such meeting and consolidation or merger in writing; or
b. Vote of the members of a cooperative financial institution.
(1) The proposition for a merger first must be approved by the board of
directors, and on a date set for a vote by the members either at a meeting or
by written ballot filed on or before the date, by a majority of the directors of
the organization which seeks the merger. Written notice of the proposition
and the date set for the vote must be delivered in person to each member or
mailed to each member at the address appearing on the records of the
organization. The notice must be mailed between seven and thirty days
before the date of the merger. Approval of the proposition for merger must
be made by the affirmative vote of two-thirds of the members participating in
the meeting.

(2) Each member of the cooperative financial institution is entitled to one vote
during a regular or special meeting of the membership. Voting rights for a
banking institution or financial institution are determined by applicable law.
(3) At least forty-five days before consideration of a merger, the membership
and board acting upon the proposed change must be made aware of the
merger under consideration and day and time of the meeting the change will
be acted upon.
(4) Promptly after the vote, and in no event later than ninety days thereafter, if
the proposition for merger was approved, the organization seeking the
merger shall provide the state banking board with the results of the vote,
verified by the affidavits of the president or vice president and secretary.
3. The capital stock and surplus of such consolidated banking institution must not be less
than that required under this title for the organization of a banking institution of the
class of the largest consolidating banking institution.
4. Immediately after the consolidation or merger a full report thereof, including a
statement of the assets and liabilities of the consolidated banking institution, must be
made to the commissioner by the surviving banking institution.
5. Any banking institution may without approval by any state authority convert into or
merge or consolidate with a national banking association as provided by federal law.
6. A national bank proposing to merge into a state-chartered bank shall grant the
commissioner discretionary authority to conduct an examination. The commissioner
shall set fees for such examination at an hourly rate sufficient to cover all reasonable
expenses of the department of financial institutions associated with the examination.
Fees must be collected by the commissioner and deposited in the financial institutions
regulatory fund.