§ 19-2-13. Merger.
(a) Any financial institution may, subject to the approval of the director, or the director's designee, to be given on any notice and terms that the director, or the director's designee, may require:
(1) Merge into, or consolidate with, another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States;
(2) Purchase substantially all of the assets and assume substantially all of the liabilities of another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States; or
(3) Acquire more than fifty percent (50%) of the stock of another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States.
Any of these transactions shall be undertaken pursuant to a plan that has been approved by an affirmative vote of two thirds ( 2 / 3 ) of the board of directors and, in the case of a mutually owned financial institution, two thirds ( 2 / 3 ) of the board of directors or trustees and a majority vote of the depositors of the mutually owned financial institutions present in person or by proxy, at a meeting called by the board of directors or trustees. For the purpose of this section, unless otherwise required under applicable provisions of federal banking law, the depositor shall be deemed to be the individual whose tax identification number or social security number is used by the bank for interest reporting purposes to the Internal Revenue Service.
(b) The director, or the director's designee, shall consider:
(1) The fairness to the owners of the financial institutions;
(2) The financial condition of the financial institutions; and
(3) The public convenience and advantage.
(c) All regulated institutions merged under this chapter shall comply with the relevant provisions of §§ 7-1.2-1001 7-1.2-1005.
(d) The original of the articles of merger, bearing the approval of the director, or the director's designee, shall be filed with the director, or the director's designee, and duplicates shall be filed with the secretary of state, who shall, upon payment to him or her of twenty-five dollars ($25.00), issue a certificate of merger or certificate of consolidation pursuant to § 7-1.2-1003. Upon the issuance of the certificate or upon a later date, not more than thirty (30) days after the filing of the articles of merger or articles of consolidation, as may be set forth in the articles, the merger or consolidation shall be effected pursuant to § 7-1.2-1005. Any shareholder of a financial institution who or that is a party to a plan requiring approval under this section, shall have the right to dissent from the action involved in accordance with § 7-1.2-1201, and any shareholder who or that elects to exercise that right in compliance with § 7-1.2-1202, shall be entitled to the rights of dissenting shareholders on the terms and conditions set forth in § 7-1.2-1202. References to "articles of incorporation" in chapter 1.2 of title 7 shall be deemed to refer to the "Agreement to Form" of the financial institution involved.
(P.L. 1995, ch. 82, § 39; P.L. 1997, ch. 98, § 2; P.L. 2001, ch. 128, § 1; P.L. 2005, ch. 36, § 15; P.L. 2005, ch. 72, § 15.)