§ 19-7-4. Interstate mergers of mutual financial institutions.
(a) Any financial institution organized without capital stock may, subject to the approval
of the director, or the director's designee, merge or consolidate with one or more
institutions, if:
(1) Each institution is organized without capital stock and is either a financial institution
or an out-of-state bank; and
(2) At least one institution is an out-of-state bank, pursuant to a plan of merger or
consolidation complying with the provisions of this section; provided, however, the
following conditions shall apply prior to June 1, 1997, to the extent consistent with,
and not preempted by, federal law:
(i) That the law of the state in which each these out-of-state banks has its principal
office expressly permits this type of merger or consolidation; and
(ii) The law of the state in which each of these out-of-state banks has its principal office
expressly authorizes, under conditions not substantially more restrictive than those
imposed by the laws of this state, as determined by the director, or the director's
designee, a financial institution organized without capital stock under the laws of
this state to be the successor bank of this merger or consolidation.
(b) The plan of merger or consolidation shall conform to the relevant provisions of § 7-1.2-1001 and to the other requirements that may be imposed by the laws applicable to each
bank not organized under the laws of this state.
(c) The plan of merger or consolidation shall require approval as follows:
(1) With respect to a mutual savings bank, by a two thirds (â…”) vote of the board of trustees
and majority vote of the depositors of the mutual savings bank present in person or
by proxy, at a meeting called by the board of trustees; and
(2) With respect to each bank not organized under the laws of this state, in accordance
with the applicable provisions imposed by the laws under which it is organized. Thereafter,
articles of merger or articles of consolidation complying with the applicable provisions
of § 7-1.2-1003 and the applicable provisions of the laws under which each bank not organized under
the laws of this state is organized shall be executed in accordance with these provisions
and presented to the director, or the director's designee, for approval by filing
three (3) originals with the director, or the director's designee.
(d) Upon receipt of the articles of merger or consolidation, the director, or the director's
designee, shall furnish the applicant a form of notice specifying the names of the
constituent banks and assigning a date and place for public hearing on the plan of
merger or consolidation. The applicant shall publish the notice at least once a week,
for three (3) successive weeks, in one or more newspapers designated by the director,
or the director's designee. Upon a finding that the public interest so requires, the
director, or the director's designee, may lessen the period and the manner prescribed
for giving notice. In determining whether to approve a proposed merger or consolidation,
the director, or the director's designee, shall consider whether the merger or consolidation
is consistent with the safety and soundness of, and the convenience and advantage
of the communities served by, each of these institutions. The procedures for conducting
hearings by the director, or the director's designee, and the rights of appeal from
decisions of the director, or the director's designee, shall be governed by the applicable
provisions of this title.
(e) If the director, or the director's designee, approves the merger or consolidation
in accordance with subsection (d), he or she shall endorse his or her approval upon
each original of the articles of merger or articles of consolidation and shall deliver
the articles to the applicant. One original of the articles of merger or articles
of consolidation bearing the approval in writing shall be filed with the director,
or the director's designee. Two (2) originals shall be filed with the secretary of
state, who shall, upon payment to him or her of twenty-five dollars ($25.00), issue
a certificate of merger or certificate of consolidation pursuant to § 7-1.2-1003. Upon the issuance of the certificate or upon a later date, not more than thirty
(30) days after the filing with the secretary of state of the articles of merger or
articles of consolidation, that may be set forth in the plan, the merger or consolidation
shall be effected pursuant to the provisions of this chapter with the effects set
forth therein. At any time prior to the filing of the articles of merger or articles
of consolidation with the secretary of state, the merger or consolidation may be abandoned
pursuant to the provisions therefor, if any, set forth in the plan of merger or consolidation.
(f) A merger or consolidation may be approved and effected pursuant to the provisions
of this section, notwithstanding that the capital to liabilities ratio of the constituent
banks exceeds the percentage of any of the other constituent banks, and no constituent
bank having such excess of percentage shall be required to pay an extra dividend or
make any distribution to its shareholders or depositors, nor shall any shareholder
or depositor have any appraisal or dissenting right with respect to the merger or
consolidation.
(g) If the successor bank of a merger or consolidation is to be organized under laws other
than the laws of this state, it shall file the following with the director, or the
director's designee, contemporaneously with the application for approval of the merger
or consolidation:
(1) An agreement that it may be served with process in this state in any proceeding for
the enforcement of any obligation arising out of its business transacted in this state
and any of its predecessor financial institutions; and
(2) An irrevocable appointment of the director as its agent to accept service of process
in any proceeding in the courts of this state or the courts of the United States situated
in this state.