§ 45-3-1102 — Merger and consolidation

Tennessee § 45-3-1102

• Jurisdiction: Tennessee
• Title: 45

Text

(a) Merger. Any two (2) or more associations may merge into one (1) of the associations in the manner set forth herein. The board of directors of each association shall, by resolution adopted by a majority of the existing members of each board, approve a plan of merger setting forth: (1) The names and locations of the home offices of the associations proposing to merge, and the name and location of the home office of the association into which they propose to merge, which is designated as the surviving association; (2) The names and addresses of each director and officer of the surviving association; (3) The terms and conditions of the proposed merger and the mode of carrying it into effect; (4) The manner and basis of converting the deposit accounts of each merging association into deposit accounts of the surviving association; (5) In the case of capital stock associations, the manner and basis of converting shares of stock of each merging association into shares of stock of the surviving association; (6) A statement of any changes in the charter or bylaws of the surviving association to be effected by the merger; (7) A statement in the form that the commissioner requires, that the surviving association has received a firm commitment for the insurance of deposit accounts by an insurer qualified under this chapter and that no lapse in the insurance of deposit accounts of each merging association shall at any time occur; (8) A statement that the plan of merger is subject to approval by the commissioner and by the stockholders or members of each merging association; (9) Provisions for terminating any activities and disposing of any assets that do not conform to the requirements of the surviving association; and (10) Other provisions with respect to the proposed merger that are deemed necessary or desirable by the boards of directors of the merging associations, and that the commissioner by rule or regulation requires to effect the purposes of this chapter. (b) Consolidation. Any two (2) or more associations may consolidate into a new association in the manner set forth herein. The board of directors of each association shall, by resolution adopted by the majority of the existing members of each board, approve a plan of consolidation setting forth: (1) The names and locations of the home offices of the associations proposing to consolidate and the name and location of the home office of the association into which they propose to consolidate, which is designated as the new association; (2) The names and addresses of each director and officer of the new association; (3) The terms and conditions of the proposed consolidation and the mode of carrying it into effect; (4) The manner and basis of converting the deposit accounts of each association into deposit accounts of the new association; (5) In the case of capital stock associations, the manner and basis of converting shares of stock of each association into shares of stock of the new association; (6) With respect to the new association, all of the provisions required to be set forth in the charter and bylaws of an association organized under this chapter; (7) A statement in the form that the commissioner requires, that the new association has received a firm commitment for the insurance of deposit accounts by an insurer qualified under this chapter and that no lapse in the insurance of deposit accounts of each association proposing to consolidate shall at any time occur; (8) A statement that the plan of consolidation is subject to approval by the commissioner and by the stockholders or members of each consolidating association; (9) When the merger involves a bank, provisions for terminating any activities and disposing of any assets that do not conform to the requirements of the surviving association; and (10) Other provisions with respect to the proposed consolidation that are deemed necessary or desirable by the boards of directors of the consolidating associations, and that the commissioner by rule or regulation requires to effect the purposes of this chapter. (c) Approval by Commissioner. (1) After approval by the board of directors of each merging or consolidating association, the plan of merger or consolidation shall be submitted to the commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the existing board. (2) The commissioner shall approve the plan of merger or consolidation if it appears that: (A) The surviving or new association meets the requirements of this chapter as to the formation of an association; (B) The plan of merger or consolidation provides an adequate capital structure in relation to deposit liabilities of the surviving or new association; (C) The plan is fair and equitable; (D) The merger or consolidation is not contrary to the public interest; and (E) When the merger or consolidation involves a bank, the schedule for termination of any nonconforming activities and disposition of any nonconforming assets is timely, and the plan for termination and disposition does not include any unsafe and unsound practices. (3) Approval by the commissioner shall be in writing, and notice of approval shall be sent by certified mail to the home offices of the merging associations. (4) If the commissioner disapproves a plan of merger or consolidation, the commissioner shall send the commissioner's objections in writing by certified mail to the home offices of the merging or consolidating associations and give an opportunity to the merging or consolidating associations to amend and resubmit the plan so as to obviate the objections. In the event that the commissioner disapproves the plan after resubmission, the commissioner shall send written notice of the final disapproval by certified mail to the home offices of the merging or consolidating associations. (d) Approval by Stockholders or Members. Upon receipt of approval by the commissioner of the plan of merger or consolidation, the plan shall be submitted to a vote at an annual or special meeting of stockholders or members. The plan of merger or consolidation shall be approved upon receiving the affirmative vote, in person or by proxy, of at least two-thirds (2/3) of the outstanding voting stock or votes of members of each of the associations. (e) Procedure After Approval. (1) Upon approval, articles of merger or consolidation shall be prepared and executed, and shall set forth: (A) The plan of merger or the plan of consolidation; (B) As to each association, the number of votes present at the meeting in person or by proxy; and (C) As to each association, the number of votes for and against the plan, respectively. (2) The articles of merger or articles of consolidation shall be filed with the secretary of state in accordance with law, and a certified copy shall be filed with the commissioner. Upon filing by the secretary of state, the merger or consolidation shall be effective. (f) Banks. Subject to the provision set forth in this section, a state or national bank may merge or consolidate with an association so that the surviving institution is an association. If the association is a federal association, the action to be taken by the merging or consolidating financial institution shall be the same as those prescribed for federal associations at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of two-thirds (2/3) of each class of voting stock of a state bank shall be required for a merger or consolidation.

Legislative History

Acts 1978, ch. 708, § 4.10; T.C.A., § 45-1610; Acts 1985, ch. 174, § 8.