§ 19-5-24. Merger.
(a) Any credit union may, with approval of the director, or the director's designee, merge
with another credit union under the agreement to form of the surviving credit union,
pursuant to any plan agreed upon by a two thirds (â…”) vote of those members of the
board of directors of each credit union joining in the merger present at a meeting
called for that purpose. Additionally, the merger must be approved by the affirmative
vote of members representing two thirds (â…”) of the members present of the credit union
to be merged, who are eligible to vote pursuant to the bylaws of the credit union,
either at a meeting of the members duly called for that purpose or in writing, and
if the merger has a significant impact on the surviving credit union, as determined
by the director, or the director's designee, the merger must also be approved by the
affirmative vote of members representing two thirds (â…”) of the members present of
the surviving credit union, who are eligible to vote pursuant to the bylaws of the
credit union, either at a meeting of the members duly called for that purpose or in
writing. The credit union being merged shall be required to mail notice of the meeting
to its members. Notice of the members' meeting shall be mailed to all members of the
surviving credit union in the discretion of the director, or the director's designee.
The director, or the director's designee, may waive any or all of the foregoing requirements
with respect to notice or to votes of members of the merged credit union or the surviving
credit union in order to avert insolvency or imminent failure.
(b) Upon approval by the director, or the director's designee, and after the votes by
the boards of directors and approval of the members of the credit union to be merged,
the president and clerk or secretary of each credit union shall execute, in triplicate,
a certificate of merger that shall set forth all of the following:
(1) The time and place of the meeting of the board of directors at which the plan was
agreed upon;
(2) The vote in favor of adoption of the plan;
(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 agreed upon was
approved, if applicable;
(5) The vote by which the plan was approved by the members, if applicable; and
(6) The date the merger was approved by the director, or the director's designee.
(c) The certificates, in triplicate, and a copy of the plan of merger agreed upon shall
be forwarded to the director, or the director's designee, and a copy of the certificate,
certified by the director, shall be returned to the merging credit unions within thirty
(30) days. Upon any such merger so effected, all property, property rights, and interest
of the merged credit union shall vest in the surviving credit union without deed,
endorsement, or other instrument of transfer, and all debts, obligations, and liabilities
of the merged credit union shall be deemed to have been assumed by the surviving credit
union under whose agreement to form the merger was effected.