§ 13-4-105 — Approval of merger by directors and state banking commissioner; disapproval

(a) A majority of the members of the board of directors of
each merging bank shall approve a merger agreement which shall
contain:
(i) The name of each merging bank and location of
each office;
(ii) With respect to the resulting bank:
(A) Its name and the location of its principal
office which shall be a place that was the preexisting office of
any merging bank;
(B) The name and residence of each director to
serve until the next annual meeting of the stockholders;
(C) The name and residence of each executive
officer;
(D) The amount of capital, the number of shares
and the par value of each share;
(E) Whether preferred stock is to be issued and
the amount, terms and preferences;
(F) The designation of the continuing bank, the
charter of which is to be the charter of the resulting bank,
together with the amendments to the continuing charter and to
the continuing bylaws.
(iii) Provisions governing the manner of converting
the shares of the merging banks into shares of the resulting
bank;
(iv) A statement that the agreement is subject to
approval by the state banking commissioner and by the
stockholders of each merging bank;
(v) Provisions governing the manner of disposing of
the shares of the resulting bank not taken by dissenting
stockholders of merging banks;
(vi) Other provisions required by the state banking
commissioner.
(b) After approval by the board of directors of each
merging bank, the merger agreement shall be submitted to the
state banking commissioner for approval, together with certified
copies of the authorizing resolutions of each board of directors
showing approval by a majority of the entire board and evidence
of proper action by the board of directors of any merging
national bank.
(c) Within thirty (30) days after receipt by the state
banking commissioner of the papers specified in subsections (a)
and (b) of this section, the state banking commissioner shall
approve or disapprove the merger agreement. The state banking
commissioner shall approve the agreement if it appears that:
(i) The resulting bank meets with the requirements of
state law as to the formation of a new bank;
(ii) The agreement provides an adequate capital
structure, including surplus, in relation to the deposit
liabilities of the resulting bank and its other activities which
are to continue or are to be undertaken;
(iii) The agreement is fair;
(iv) The merger is not contrary to the public
interest.
(d) Where a resulting state bank is not to exercise trust
powers, the state banking commissioner shall not approve a
merger or conversion until satisfied that adequate provision has
been made for successors to fiduciary positions held by the
merging banks or the converting bank.
(e) If the state banking commissioner disapproves an
agreement, he shall state his objections and give an opportunity
to the merging banks to amend the merger agreement to obviate
the objections.