§ 13-4-106 — Approval of merger by stockholders

(a) A merger which is to result in a bank shall be
approved by the stockholders of each merging bank by a vote of
two-thirds (2/3) of the outstanding voting stock of each class
at a meeting called to consider the action which vote shall
constitute the adoption of the charter and bylaws of the
continuing bank, including the amendments in the merger
agreement, as the charter and bylaws of the resulting bank.
(b) Notice of the meeting of the stockholders shall be
given by publication in a newspaper of general circulation in
the county where the principal office of each merging bank is
located, at least once a week for three (3) successive weeks,
and by mail, at least fifteen (15) days before the date of the
meeting, to each stockholder of record of each merging bank at
his address on the books of his bank, who has not waived notice
in writing. No notice by publication need be given if written
waivers are received from the holders of two-thirds (2/3) of the
outstanding shares of each class of voting stock. The notice
shall state that dissenting stockholders will be entitled to
payment of the value of only those shares which are voted
against approval of the plan.