Sec. 36a-468a. Mergers. - Connecticut Statutes

      Sec. 36a-468a. Mergers. (a) With the approval of the commissioner, a Connecticut credit union may merge with a Connecticut credit union, a federal credit union or an out-of-state credit union in accordance with the requirements of this section. In the case of a merger with an out-of-state state-chartered credit union where the resulting institution is the out-of-state state-chartered credit union, the commissioner may not approve such merger unless such out-of-state credit union maintains share insurance as required by the Federal Credit Union Act and the laws of the chartering state of such credit union authorize, under conditions no more restrictive than those imposed by the laws of this state as determined by the commissioner, a Connecticut credit union to merge with a credit union chartered in that state. Any federal credit union or out-of-state federally-chartered credit union proposing to merge with a Connecticut credit union shall comply with all federal laws to effect the merger and shall file proof of such compliance with the commissioner and any additional information that the commissioner may require. Any out-of-state state-chartered credit union proposing to merge with a Connecticut credit union shall comply with all laws of its chartering state to effect the merger and shall file proof of such compliance with the commissioner and any additional information that the commissioner may require.

      (1) The governing boards of the credit unions proposing to merge shall (A) adopt by majority vote a plan of merger, which shall set forth the name of each credit union proposing to merge and that of the resulting credit union, and the terms and conditions of the proposed merger, including the proposed field of membership of the resulting credit union; (B) enter into a merger agreement; (C) file with the commissioner an application in accordance with subdivision (2) of this subsection; and (D) in the case of a terminating Connecticut credit union, submit the plan of merger to its members in accordance with subdivision (3) of this subsection.

      (2) The credit unions proposing to merge shall file an application with the commissioner. Such application shall include (A) the plan of merger and a copy of the minutes of each of the governing boards adopting the plan of merger; (B) the merger agreement; (C) an original proposed certificate of amendment to the resulting credit union's certificate of incorporation and proposed amended bylaws, if applicable; (D) financial statements of the merging credit unions and a pro forma financial statement of the resulting institution; (E) in the case of a terminating Connecticut credit union, a proposed written notice to its members of the date, time and place of the meeting at which its members shall vote on the plan of merger and a proposed form of any ballot and proxy; (F) information addressing the considerations required under subsection (b) of this section; and (G) such additional information as the commissioner may require.

      (3) A terminating Connecticut credit union shall give written notice of the date, time and place of the meeting at which its members shall vote on the plan of merger. Such notice shall state that the purpose of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The notice shall be hand-delivered or mailed to each member at such member's last-known address as shown on the records of the credit union not less than thirty or more than fifty days prior to the date of the meeting. Unless waived by the commissioner in accordance with subdivision (2) of subsection (b) of this section, the affirmative vote of two-thirds of the members of the terminating Connecticut credit union voting on the plan of merger shall be required for approval of the merger. The terminating Connecticut credit union shall file with the commissioner a verified statement that the merger has been duly noticed and approved by its members in accordance with this subdivision.

      (b) (1) The commissioner shall not approve a merger pursuant to this section unless the commissioner considers whether (A) the merging credit unions have engaged in any unsafe or unsound practice during the one-year period preceding the date on which the merger application is filed with the commissioner; (B) the resulting credit union will be adequately capitalized; (C) the resulting credit union will have the managerial capability and the financial resources to serve the proposed membership; (D) the proposed merger will substantially lessen competition in the Connecticut credit union industry; (E) the proposed merger will have a beneficial effect in meeting the convenience and needs of the proposed membership; and (F) the programs, policies and procedures of the merging credit unions or the resulting credit union relating to anti-money-laundering activity are adequate, and the merging credit unions have a record of compliance with anti-money-laundering laws and regulations.

      (2) The commissioner may approve a merger pursuant to this section without regard to field of membership or may waive the membership vote if the commissioner certifies in writing that based on the information available to the commissioner, one or more of the Connecticut credit unions proposing to merge are or will be in a doubtful or failing financial condition, other alternatives to the merger are not reasonably available to protect the credit unions' members and creditors, or an emergency requiring expeditious action exists, which certification shall be attached to the commissioner's approval.

      (3) If the commissioner is satisfied that the requirements of this chapter have been complied with, the commissioner shall issue an approval of the merger, which approval may contain such terms and conditions as the commissioner deems necessary or appropriate. After approval of the merger by the commissioner, the resulting credit union shall file a copy of the merger agreement, the plan of merger, the certificate of amendment to its certificate of incorporation, if any, and the commissioner's approval in the office of the Secretary of the State. Within ten days after such documents are filed with the Secretary of the State, the resulting credit union shall file with the commissioner copies of such filed documents, and in the case of a Connecticut credit union that is the resulting credit union, a copy of its amended bylaws, if any. The merger agreement may provide for the effective date of the proposed merger, which shall not be earlier than the filing of the agreement and the approval of the commissioner in the office of the Secretary of the State. If the agreement does not provide for an effective date, the merger shall become effective on the date of the filing of the agreement and approval in the office of the Secretary of the State.

      (c) Upon the effective date of the merger, (1) the corporate existence of the parties to the merger shall be continued by and in the resulting credit union; (2) the entire assets, business, good will and franchises of each of the parties to the merger shall be vested in the resulting credit union without any deed, endorsement or other instrument of transfer; and (3) all of the debts, obligations and liabilities of the parties to the merger shall be assumed by the resulting credit union.

      (P.A. 02-73, S. 67; P.A. 03-84, S. 69; 03-196, S. 16; 03-259, S. 24; P.A. 04-257, S. 57; P.A. 05-74, S. 1.)

      History: P.A. 03-84 changed "Commissioner of Banking" to "commissioner", effective June 3, 2003; P.A. 03-196 amended Subsec. (b)(3) by adding provisions re effective date of proposed merger, effective July 1, 2003; P.A. 03-259 added Subsec. (b)(1)(F) re anti-money-laundering activity and compliance; P.A. 04-257 made a technical change in Subsec. (a)(3), effective June 14, 2004; P.A. 05-74 amended Subsec. (a)(3) to make a technical change, effective June 2, 2005.