Section 3-701 – Definitions
(a) In this subtitle the following words have the meanings indicated. (b) “Bank” means a commercial bank, a national banking association, an other-state bank, or a federally chartered savings bank or savings and loan association. (c) “Constituent bank” means a party to a consolidation, merger, or transfer of assets. (d) “Successor” means the bank that carries on the business […]
Section 3-702 – Scope of Subtitle
(a) Any bank may, as provided in this subtitle: (1) Consolidate with one or more other banks to form a new consolidated bank; (2) Merge into another bank or have one or more other banks merged into it; or (3) Transfer its assets to another bank. (b) If the successor will be a commercial bank: (1) The consolidation, merger, or transfer […]
Section 3-703 – Agreement of Consolidation, Merger, or Transfer
(a) An agreement of consolidation, merger, or transfer of assets shall be approved by the affirmative vote of a majority of the full authorized membership of the board of directors of each constituent commercial bank. (b) The agreement shall include: (1) The name of each constituent bank and the address of its principal banking office; (2) The terms of […]
Section 3-704 – Public Notice of Filing
(a) (1) Except as provided in subsection (b) of this section, the Commissioner shall publish a notice of the filing of the agreement. (2) The notice shall be published in the Maryland Register as provided in the State Documents Law. (b) Subject to confirmation by the Secretary of Labor, the Commissioner may approve an agreement without the notice required […]
Section 3-705 – When Commissioner to Act
Within 6 months after the papers specified in § 3–703(c) of this subtitle have been filed with the Commissioner, the Commissioner shall approve or disapprove the agreement.
Section 3-706 – Standards for Approval by Commissioner
(a) The Commissioner shall approve the agreement if: (1) The successor meets the requirements of State law for the formation of a new commercial bank; (2) The agreement provides an adequate capital structure, including surplus, for the successor in relation to its deposit liabilities and other activities; (3) The agreement is fair; and (4) The proposed transaction is not against […]
Section 3-707 – Disapproval by Commissioner
If the Commissioner disapproves an agreement, the Commissioner shall give the constituent banks written notice of the reasons for the disapproval and an opportunity to amend the agreement.
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, […]