Section 1603 - Requirements for a merger or consolidationThe requirements for a merger or consolidation which must be satisfied by the parties thereto are as follows:
(a) Plan--The parties shall adopt a plan stating the method, terms and conditions of the merger or consolidation, including (except in the case of a mutual savings bank) the rights under the plan of the shareholders of each of the parties, and any agreement concerning the merger or consolidation.(b) Required vote--Adoption of the plan by each party thereto shall require the affirmative vote(i) in the case of a mutual savings bank, of at least(A) two-thirds of the trustees present at a meeting at which the plan is proposed, and(B) two-thirds of all the trustees at a subsequent meeting held upon not less than ten days' notice to all the trustees;(ii) in the case of any other institution, if the proposed merger or consolidation will result in an institution subject to this act, of at least (A) a majority of the directors, and(B) the shareholders entitled to cast at least two-thirds of the votes which all shareholders are entitled to cast thereon, and, if any class of shares is entitled to vote thereon as a class, the holders of at least two-thirds of the outstanding shares of such class, at a meeting held upon not less than ten days' notice to all shareholders; and(iii) in the case of any other institution if the proposed merger or consolidation will result in a national bank, or in the case of a national bank, of at least such directors and shareholders whose vote thereon is required under the laws of the United States.(c) Notices--The notice required to be given to the trustees of a mutual savings bank or to the shareholders of any other institution or national bank shall include a copy or summary of the plan. In any case in which dissenters' rights under section 1222 of this act are given by section 1607, the notice to shareholders shall include a full statement of the rights and remedies of dissenting shareholders, the methods of exercising them and the limitations on such rights and remedies.(d) Modification of plan--Subject to applicable requirements of the laws of the United States in a case in which a national bank is a party to a plan, any modification of a plan which has been adopted shall be made by any method provided therein, or in the absence of such provisions, by the same vote as that required for adoption.(e) Application for approval by department--If a proposed merger or consolidation will result in an institution subject to this act, an application for the required approval thereof by the department shall be made in a manner prescribed by the department. There shall also be delivered to the department, when available: (i) Articles of merger or consolidation,(ii) Applicable fees payable to the department in connection with the articles and with the conduct of the investigation required by section 1604,(iii) If the proposed name of the resulting institution is not identical with the name of one of the parties to the plan, evidence of reservation of such name in the Department of State, and(iv) If there is any modification of the plan at any time prior to the approval by the department under section 1604, an amendment of the application and, if necessary, of the articles, signed in the same manner as the originals, setting forth the modification of the plan, the method by which such modification was adopted and any related change in the provisions of the articles of merger or consolidation.(f) Articles of merger or consolidation--The articles of merger or consolidation shall be signed by two duly authorized officers of each party to the plan and shall contain:(i) The names of the parties to the plan and of the resulting institution,(ii) The location and post office address of the principal place of business of each,(iii) The votes by which the plan was adopted and the time, place and notice of each meeting in connection with such adoption,(iv) The names and addresses of the first directors or trustees of the resulting institution,(v) In the case of a merger, any amendment of the articles of the resulting institution,(vi) In the case of a consolidation, the provisions required in articles of incorporation of a new institution by clauses (iii), (iv), (v), (viii) and (ix) of subsection 1004(b) of this act, and(g) Action where approval by department not required--If a proposed merger or consolidation will result in a national bank or an interstate bank, an institution which is a party to a plan shall: (i) notify the department of the proposed merger or consolidation,(ii) provide such evidence of the adoption of the plan as the department may request,(iii) notify the department of any abandonment or disapproval of the plan, and(iv) file with the Department of Banking and with the Department of State a certificate of the approval of the merger or consolidation by the Comptroller of the Currency of the United States.Amended by P.L. 1336 2012 No. 170, § 49, eff. 12/23/2012.1965, Nov. 30, P.L. 847, No. 356, § 1603. Amended 1982, April 8, P.L. 262, No. 79, § 17, imd. effective; 1995, July 6, P.L. 271, No. 39, § 13, imd. effective.