§ 53-12. Merger or consolidation of banks and savings associations. - North Carolina Statutes

§53‑12.  Merger or consolidation of banks and savings associations.

(a)        A bank may merge,consolidate with, or transfer its assets and liabilities to another bank or toa savings association, or a savings association may transfer its assets andliabilities to a bank. Before such merger or consolidation or transfer shallbecome effective, each bank or savings association concerned in such merger orconsolidation or transfer shall file, with the Commissioner of Banks, certifiedcopies of all proceedings had by its directors and stockholders, or in the caseof a mutual savings association, its directors and membership. The proceedingsof the stockholders or membership shall set forth that (i) holders of at leasttwo‑thirds of the stock of the bank voted in the affirmative on theproposition of merger or consolidation or, (ii) in the case of a stock ormutual savings association, such percentage of the stock or of the membershipas the laws applicable to such institutions require, voted in the affirmativeon the proposition of merger or consolidation. The proceedings of thestockholders or memberships shall also contain a complete copy of the agreementmade and entered into between said banks or savings associations, withreference to such merger or consolidation or transfer. Upon the filing of theproceedings as required by this section, the Commissioner of Banks may make aninvestigation of each bank or savings association, or both, to determinewhether the interests of the depositors, creditors, and stockholders or membersof each bank or savings association are protected, and if such merger orconsolidation is in the public interest, and that such merger or consolidationor transfer is made for legitimate purposes. The Commissioner's consent to orrejection of such merger or consolidation or transfer shall be based upon suchinvestigation. No merger or consolidation or transfer shall be made without theconsent of the Commissioner of Banks. The expenses of any investigation shallbe paid by the banks or savings associations, or both, involved in the proposedmerger or consolidation or transfer. Notice of such merger or consolidation ortransfer shall be published once a week for four consecutive weeks before thesame is to become effective, at the discretion of the Commissioner of Banks, ina newspaper published in the county in which each of said banks or savingsassociations, or both, is located. If no newspaper is published in such county,then the notice shall be published in a newspaper having a general circulationin such county. A certified copy of the notice shall be filed with theCommissioner of Banks. In case of either transfer or merger or consolidation,the rights of creditors shall be preserved unimpaired and the respectivecompanies deemed to be in existence to preserve such rights for a period ofthree years. For the purposes of this section, the term "savingsassociation" shall be construed to include a savings and loan associationor a savings bank, whether organized under the laws of North Carolina or theUnited States.

(b)        Unless otherwiserequired to be maintained, a bank may merge or otherwise consolidate intoitself any subsidiary organized pursuant to G.S. 53‑47, or acquired as apart of any merger or reorganization with another bank or bank holding company.(1921, c. 4, s. 12; C.S., s. 217(k); 1931, c. 243, s. 5; 1967, c. 789,s. 4; 1981, c. 671, s. 1; 1995, c. 479, s. 1.)