Section 3-703 - Agreement of consolidation, merger, or transfer. - Maryland Statutes

§ 3-703. Agreement of consolidation, merger, or transfer.
 

(a)  Agreement required.- 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)  Contents.- The agreement shall include: 

(1) The name of each constituent bank and the address of its principal banking office; 

(2) The terms of the proposed transaction; 

(3) A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each constituent bank; 

(4) Provisions for disposing of any stock of the successor that is not taken by objecting stockholders of the constituent banks; 

(5) As to the successor: 

(i) The address of the proposed principal banking office; 

(ii) The authorized capital stock, including the number of shares and the par value of each share of stock; 

(iii) Whether it will issue preferred stock in the proposed transaction and, if so, the amount, terms, and preferences; and 

(iv) Any amendments to its charter and bylaws; and 

(6) Any other provisions that the Commissioner requires to carry out the Commissioner's duties with respect to the proposed transaction. 

(c)  Filing with Commissioner.- After the board of directors of each constituent bank has approved the agreement, the following shall be filed with the Commissioner for approval: 

(1) The agreement; 

(2) The name and address of each office of the constituent banks and of the successor; 

(3) The name and residence address of each individual who will be a director when the proposed transaction becomes effective; 

(4) The name and residence address of each individual who will be an officer when the proposed transaction becomes effective; 

(5) A certified copy of the approving resolution of each board of directors, showing the required approval by the board; and 

(6) Evidence of proper action by the board of directors of any constituent national banking association. 

(d)  Submitting false information to Commissioner.-  

(1) Except as otherwise provided by law, any person who knowingly submits false information to the Commissioner while complying with subsection (c) of this section is guilty of a misdemeanor. 

(2) A person who violates this section is subject to a fine of not more than $1,000, or imprisonment for not more than 5 years, or both. 
 

[An. Code 1957, art. 11, §§ 109, 111, 112; 1980, ch. 33, § 2; ch. 807, § 1; 1985, 2nd Sp. Sess., ch. 3; 1996, ch. 326, § 2.]