Merger Resolution (Continuing Credit Union)
Resolution
The Board of Directors believes our credit union should merge with [name of merging credit union] (merging credit union). Our credit union will assume the merging credit union's shares and liabilities. The merging credit union will transfer to our credit union all of its assets, rights, and property. All members of the merging credit union will receive shares in our credit union, which will stay in business under its present charter.
Certification
We, the Board Presiding Officer and Secretary of this credit union, are authorized to:
Seek National Credit Union Administration Regional Director approval of the merger. Execute and deliver the merger agreement on the effective date of the merger. Execute all agreements and other papers required to complete the merger.We certify to the National Credit Union Administration that the foregoing is a full, true, and correct copy of a resolution adopted by the Board of Directors of our credit union at a meeting held under our bylaws on [month and date], 20____. A quorum was present and voted. The resolution is duly recorded in the minutes of the meeting and is still in full force and effect.
_______________________________
Board Presiding Officer
_______________________________
Date
_______________________________
Secretary
_______________________________
Date
Merger Resolution (Merging Credit Union)
Resolution
The Board of Directors believes our credit union should merge with [name of continuing credit union] (continuing credit union). The continuing credit union will assume the shares and liabilities of our credit union. Our credit union will transfer to the continuing credit union all of our assets, rights, and property. All members of our credit union will receive shares in the continuing credit union, which will stay in business under its present charter.
Certification
We, the Board Presiding Officer and Secretary of this credit union, are authorized to:
Seek National Credit Union Administration Regional Director approval of the merger. Execute and deliver the merger agreement on the effective date of the merger. Execute all agreements and other papers required to complete the merger.We certify to the National Credit Union Administration that the foregoing is a full, true, and correct copy of a resolution adopted by the Board of Directors of our credit union at a meeting held under our bylaws on [month and day], 20____. A quorum was present and voted. The resolution is duly recorded in the minutes of the meeting and is still in full force and effect.
_______________________________
Board Presiding Officer
_______________________________
Date
_______________________________
Secretary
_______________________________
Date
Merger Agreement
This agreement is made and entered into on [month and day], 20____, by and between [name of continuing credit union] (continuing credit union) and [name of merging credit union] (merging credit union). The continuing credit union and the merging credit union agree to the following terms:
[NAME OF CONTINUING CREDIT UNION] BY:
_______________________________
Board Presiding Officer
_______________________________
Treasurer
[NAME OF MERGING CREDIT UNION] BY:
_______________________________
Board Presiding Officer
_______________________________
Treasurer
Before me a Notary Public (or other authorized officer) appeared the above named [name of Board presiding officer] and [name of Treasurer], Board Presiding Officer and Treasurer of [name of continuing credit union], who being personally known to me as (or proved by the oath of credible witnesses to be) the persons who executed the annexed instrument acknowledged the same to be their free act and deed and in their respective capacities the free act and deed of said credit union.
(SEAL)
Notary Public
My commission expires____________, 20____.
State of _______________________________
County of _______________________________
Before me a Notary Public (or other authorized officer) appeared the above named [name of Board Presiding Officer] and [name of Treasurer], Board Presiding Officer and Treasurer of [name of merging credit union], who being personally known to me as (or proved by the oath of credible witnesses to be) the persons who executed the annexed instrument acknowledged the same to be their free act and deed and in their respective capacities the free act and deed of said credit union.
(SEAL)
Notary Public
My commission expires____________, 20____.
State of _______________________________
County of_______________________________
Notice of Meeting of the Members of [Name] Credit Union
The Board of Directors of [name of merging credit union] have called a [special] meeting of the members of this credit union at [location, address], on [month, day, year] at [time]. The purpose of this meeting is:
The Board of Directors of [name of merging credit union] encourages you to attend the meeting and vote on the proposed merger. Whether or not you expect to attend the meeting, we urge you to sign, date and promptly return the enclosed ballot to vote on the proposed merger.
If you wish to submit comments about the merger to share with other members, you may submit them to the National Credit Union Administration (NCUA) at [insert email address] or [insert physical address]. The NCUA will post comments received from members on its website, along with the member's name, subject to the limitations and requirements of its regulations.
Other Information Related to the Proposed Merger:
The Board of Directors has carefully evaluated and analyzed the assets and liabilities of the credit unions and the value of shares in both credit unions. The financial statements of both credit unions, as well as the projected combined financial statement of the continuing credit union, follow as separate documents. In addition, the following information applies to the proposed merger.
Reasons for merger: The Board of Directors has concluded that the proposed merger is desirable and in the best interests of members because [insert reasons].
Net worth: The net worth of a merging credit union at the time of a merger transfers to the continuing credit union. [Name of merging credit union] [has or does not have] a higher net worth ratio than [name of continuing credit union].
Share adjustment or distribution: [Choose option A or B and delete the other.]
A: [Name of merging credit union] will not distribute a portion of its net worth to its members in the merger. The board of directors has determined a share adjustment, or other distribution of [name of merging credit union]'s net worth is unnecessary because [insert reasons].
B: [Name of merging credit union] will distribute a portion of its net worth to its members in the merger. The board of directors has determined to distribute a portion of [name of merging credit union]'s net worth as [describe method of calculating share adjustment or other provisions for reserves, undivided earnings or dividends.]
Locations of merging and continuing credit union: [Name of merging credit union]'s main office at [street address, city] will [close/remain open/remain open for____]. [If the merging credit union has branches, insert the same statement about the branch locations]. [Name of continuing credit union] has the following locations that are near [name of merging credit union]. [List address and type of location-i.e. main office, full-service branch for each non-ATM location of the continuing credit union in reasonable proximity to the locations of the merging credit unions.]
Changes to services and member benefits: [If applicable, explain any loss of services, such as increases in fees or loss of ATM access, as well as any changes to benefits such as life savings protection insurance or loan protection insurance. If inapplicable, delete entire section.]
Merger-related financial arrangements: [ ]
[If inapplicable, delete entire section.] NCUA Regulations require merging credit unions to disclose certain increases in compensation that any of the merging credit union's officials or the five most highly compensated employees have received or will receive in connection with the merger. The following individuals have received or will receive such compensation:
Name | Title | Description of increase | Amount |
Please note that the proposed merger must have the approval of the majority of members who vote.
Enclosed with this Notice of Special Meeting is a Ballot for Merger Proposal. If you cannot attend the meeting, please complete the Ballot and return it to [mailing address]. To be counted, your Ballot must be received by [month, day, year] at [time of special meeting].
BY THE ORDER OF THE BOARD OF DIRECTORS:
_______________________________
President
_______________________________
Date
Ballot for Merger Proposal
Name of Member:
Account Number:
Your credit union must receive this ballot by [insert date of meeting]. Please mail or bring it to:
[insert credit union address]
I have read the Notice of Special Meeting for the members of Credit Union. The meeting will be held on the above date to consider and act upon the merger proposal described in the notice. I vote on the proposal as follows (check one box):
[ ] APPROVE the proposed merger and authorize the Board of Directors to take all necessary action to accomplish the merger.
[ ] DO NOT APPROVE the proposed merger.
Signed: _______________________________
Member's Name
Date:_______________________________
Certification of Vote on Merger Proposal of the Credit Union
[MERGING]
We, the undersigned officers of the [name of merging credit union], certify the completion of the following actions:
______Number of members present at the meeting
______Number of members present who voted in favor of the merger
______Number of members present who voted against the merger
______Number of additional written ballots in favor of the merger
______Number of additional written ballots opposed to the merger
This certification signed [month and day], 20____.
_______________________________
Board Presiding Officer
_______________________________
Secretary
Certification of Completion of Merger
We, the undersigned officers of the above-named credit union, certify to the National Credit Union Administration as follows:
Attached to this certification are the following documents:
This certification signed [month and day], 20____.
_______________________________
Board Presiding Officer
_______________________________
Treasurer
ADDITIONS: Cash is valued at book less any known potential losses. Loans are valued at book net of probable estimated loan losses (ALLL). Investments are valued at book value less any known losses. However, if a long-term investment is likely to be liquidated prior to maturity, it is valued at current market value. Fixed Assets are valued at book, except when major fixed assets are not in use or are in the process of being sold. In these instances, the asset is valued at its probable market value. Other Assets are valued at the most realistic value to the credit union, usually not to exceed book value.
DEDUCTIONS: Notes Payable are valued at book. Accounts Payable are valued at book. Other Liabilities are valued at book. Contingent and/or Unrecorded Liabilities are valued at the most realistic known value. This item should include any unrecorded dividends not accrued for the accounting period. Subsidiary Ledger Differences are deducted if the credit union is likely to suffer a loss due to the problem. Other Losses include any other known losses. Do not include deficits in undivided earnings or net losses because they have already reduced assets if properly recorded.
Probable Asset/Share Ratio-Continuing Credit Union
Book Value | Market Value | |
ADDITIONS: | ||
Cash | ||
Loans | ||
Investments | ||
Fixed Assets | ||
Other Assets | ||
Total (A) | ||
DEDUCTIONS: | ||
Notes Payable | ||
Accounts Payable | ||
Other Recorded Liabilities | ||
Contingent and/or Unrecorded Liabilities | ||
Subsidiary Ledger Differences (Losses) Other Losses | ||
Total (B) | ||
Net Value of Assets (A-B) | ||
Total Shares | ||
Probable Asset/Share Ratio |
Probable Asset/Share Ratio-Merging Credit Union
Book Value | Market Value | |
ADDITIONS: | ||
Cash | ||
Loans | ||
Investments | ||
Fixed Assets | ||
Other Assets | ||
Total (A) | ||
DEDUCTIONS: | ||
Notes Payable | ||
Accounts Payable | ||
Other Recorded Liabilities | ||
Contingent and/or Unrecorded Liabilities | ||
Subsidiary Ledger Differences (Losses) Other Losses | ||
Total (B) | ||
Net Value of Assets (A-B) | ||
Total Shares | ||
Probable Asset/Share Ratio |
Certification of No Non-Disclosed Merger-Related Financial Arrangements
We, the undersigned officials of [name of merging credit union] and [name of continuing credit union], certify to the National Credit Union Administration (NCUA) as follows:
This certification signed [month and day], 20____.
[name of continuing credit union]
_______________________________
Board Presiding Officer
_______________________________
CEO
[name of merging credit union]
_______________________________
Board Presiding Officer
_______________________________
CEO
12 C.F.R. §708b.304