§ 6-1102. Approval of merger by directors and merger agreement.

Where there is to be a resulting state bank, the board of directors of each constituent bank or savings association shall, by a majority of the entire board, approve a merger agreement which shall contain:

1.  The name of each constituent bank or savings association and the location of each office;

2.  With respect to the resulting bank the name and the location of each proposed office; the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares and the par value of each share; whether preferred stock is to be issued and the amount, terms and preferences; the amendments to the charter and bylaws;

3.  The terms for the exchange of shares of the constituent banks or savings associations for those of the resulting bank;

4.  A statement that the merger and the merger agreement are subject to approval by the Board and by the stockholders of each constituent bank or savings association;

5.  Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting shareholders of constituent banks or savings associations; and

6.  Such other provisions as the Board requires to enable it to discharge its duties with respect to the merger.

Added by Laws 1965, c. 161, § 1102.  Amended by Laws 1990, c. 173, § 8, emerg. eff. May 3, 1990; Laws 1993, c. 183, § 16, eff. July 1, 1993.