§ 136 — Change of national banking association into state bank by conversion or merger

§ 136. Change of national banking association into state bank by\nconversion or merger. 1. A national banking association may convert into\nor merge with a state bank under a state charter, provided that the\naction taken complies with federal law. Each such conversion or merger\nshall be subject to the requirements of this chapter.\n 2. In the case of each conversion, a written plan of conversion shall\nbe submitted, in duplicate, to the superintendent. Such plan shall be in\nform satisfactory to the superintendent, shall prescribe the terms and\nconditions of the conversion and the mode of carrying it into effect and\nshall have annexed thereto and forming a part thereof an organization\ncertificate of the state bank which is to result from the conversion.\nSuch organization certificate shall be in the form prescribed by section\nfour thousand one of this chapter with such variations, if any, as shall\nbe satisfactory to the superintendent. With such plan of conversion\nthere shall be submitted, in duplicate, to the superintendent a\ncertificate of the president, secretary or cashier of the national\nbanking association certifying that all steps have been taken which are\nnecessary under federal law to the consummation of the conversion. The\nsuperintendent shall approve or disapprove such plan of conversion\nwithin ninety days of such submission thereof to him or her. If the\nsuperintendent shall approve such plan, he or she shall file one\nduplicate thereof, together with one duplicate of such certificate\nsubmitted therewith and the original of the approval of the\nsuperintendent, in the office of the superintendent, and the other\nduplicate of such plan, together with a duplicate of such certificate\nand a duplicate of the superintendent's approval, shall be filed in the\noffice of the clerk of the county in which the principal office of the\nstate bank is to be located. Upon such filing in the office of the\nsuperintendent, the conversion shall become effective, unless a later\ndate is specified in the plan, in which event the conversion shall\nbecome effective upon such later date, and the organization certificate\nattached to such plan shall thereafter be the organization certificate\nof the state bank for all purposes.\n 3. In the case of each merger, a written plan of merger shall be\nsubmitted, in duplicate, to the superintendent. Such plan shall be in\nform satisfactory to the superintendent and shall prescribe the terms\nand conditions of the merger and the mode of carrying it into effect.\nSuch plan may provide the name to be borne by the state bank, as\nreceiving corporation, if such name is to be changed. Such plan may also\nname the persons who shall constitute the first board of directors of\nthe state bank after the merger shall have been accomplished, provided\nthat the number and qualifications of such persons shall be in\naccordance with the provisions of this chapter relating to the number\nand qualifications of directors of a state bank; or such plan may\nprovide for a meeting of the stockholders to elect a board of directors\nwithin sixty days after such merger, and may make provision for\nconducting the affairs of the state bank meanwhile. With such plan of\nmerger there shall be submitted, in duplicate, to the superintendent the\nfollowing: (a) by the national banking association, a certificate of the\npresident, secretary or cashier of such association certifying that all\nsteps have been taken which are necessary under federal law to the\nconsummation of the merger; (b) by the state bank, a certificate of the\npresident, secretary or cashier certifying that such plan of merger has\nbeen approved by the board of directors of the state bank by a majority\nvote of all the members thereof, that such plan has been submitted to\nthe stockholders of the state bank at a meeting thereof held upon notice\nof at least fifteen days, specifying the time, place and object of such\nmeeting and addressed to each stockholder at the address appearing upon\nthe books of the state bank and published at least once a week for two\nsuccessive weeks in one newspaper in the county in which the state bank\nhas its principal place of business, and that such plan of merger has\nbeen approved at such meeting by the vote of the stockholders owning at\nleast two-thirds in amount of the stock of the state bank, except that\nsuch certificate submitted by the state bank need not certify that such\nplan was submitted to or approved by vote of the stockholders of the\nstate bank if (i) the total assets of the national banking association\ndo not exceed ten per centum of the total assets of the state bank and\n(ii) the plan of merger does not change the name or the authorized\nshares of capital stock of the state bank or make or require any other\nchange or amendment for which the approval or consent of stockholders of\nthe state bank would be required under provisions of law other than this\nsection.\n 4. As used in this section, the term "state bank" means a bank or\ntrust company. For purposes of merger under this section the term\n"national banking association" means one or more national banking\nassociations.\n 5. With the written plan of conversion submitted under subdivision two\nof this section, there shall be paid to the superintendent an\ninvestigation fee as prescribed pursuant to section eighteen-a of this\nchapter, and with the written plan of merger submitted under subdivision\nthree of this section there shall be paid to the superintendent an\ninvestigation fee as prescribed pursuant to section eighteen-a of this\nchapter.\n