Section 3-720 – Appraisal of Fair Value
(a) The fair value of the shares of stock shall be determined as of the date of the stockholders’ meeting approving the consolidation, merger, or transfer of assets. (b) (1) The determination of fair value shall be made by three appraisers as follows: (i) One chosen by the owners of two thirds of the shares involved; (ii) One chosen by […]
Section 3-721 – Amount Due Is Debt of Successor
Any amount due to an objecting stockholder under this Part II is a debt of the successor.
Section 3-801 – Conversion of National Banking Association, Federal Stock Savings and Loan Association, or Federal Stock Savings Bank Into a Commercial Bank
(a) (1) In this section the following words have the meanings indicated. (2) “Capital stock” includes both common and preferred stock. (3) “Converting institution” means a national banking association, a federal stock savings and loan association, or a federal stock savings bank. (4) “Federal stock savings and loan association” means an institution that is incorporated under federal law as a […]
Section 3-802 – Conversion of Commercial Bank Into National Banking Association
(a) Any commercial bank may convert into a national banking association as provided by federal law. (b) When a commercial bank applies to the Comptroller of the Currency for conversion into a national banking association, it shall file with the Commissioner a written notice of its intent to convert. (c) When the Comptroller of the Currency issues a […]
Section 3-803 – Voluntary Dissolution — in General
(a) A commercial bank may dissolve voluntarily, if the stockholders of the commercial bank and the Commissioner approve the dissolution as provided in this section. (b) A proposed voluntary dissolution shall be approved by the affirmative vote of the stockholders of the commercial bank who own two thirds of its capital stock. (c) (1) After a proposed voluntary dissolution […]
Section 3-804 – Voluntary Dissolution — Preference for Property Held in Fiduciary Capacity
In the distribution of the general assets of a trust company that dissolves voluntarily, the person who succeeds the trust company as a personal representative, guardian, trustee, receiver, or other fiduciary has a preference for all debts and accounts that are due to or held by it as fiduciary over all other debts and liabilities, […]
Section 3-708 – Approval by Stockholders
(a) The agreement shall be submitted to the stockholders of each constituent bank for approval by them at a meeting called for that purpose. (b) (1) In addition to any other required notice, the directors of each constituent bank shall give 2 weeks’ public notice of the meeting of stockholders. (2) The public notice shall be published once in […]
Section 3-709 – Certificate of Consolidation, Merger, or Transfer of Assets
(a) When the executed agreement and a copy of the resolution of the stockholders of each constituent bank, certified by its secretary or cashier, have been filed with the Commissioner and the Commissioner has approved the transaction, the Commissioner shall issue to the successor a certificate of consolidation, merger, or transfer of assets that sets forth […]
Section 3-710 – Recording of Documents
(a) The successor shall act promptly to file and record the agreement in the same manner as required for articles of incorporation. (b) One of the following certificates may be recorded in any office where deeds are recorded to evidence the new name in which the property of the constituent banks is held: (1) A certificate of consolidation, […]
Section 3-711 – Charter and Bylaws of Successor in Merger
The stockholders’ approval of a merger agreement constitutes the adoption of the charter and bylaws of the successor, including any amendments set forth in the agreement.