§ 54-161. Approval of merger or consolidation; abandonment. - North Carolina Statutes

§54‑161.  Approval of merger or consolidation; abandonment.

(a)        A plan of merger orconsolidation shall be adopted in the following manner: The board of directorsof each merging or consolidating association shall adopt a resolution approvingthe proposed plan, and directing that it be submitted to a vote at a meeting ofmembers having voting rights, which may be either an annual or a specialmeeting. Written or printed notice of the meeting shall be given to each memberentitled to vote at such meeting. The notice shall state that the proposed planof merger or consolidation will be  considered and acted upon at the meeting,and a copy or a summary of the plan of merger or plan of consolidation, as thecase may be, shall be included in or enclosed with such notice. Such noticeshall contain a statement, displayed with reasonable prominence, to the effectthat objecting members are entitled, upon compliance with G.S. 54‑166,including the 20‑day demand requirement, to be paid the fair market valueof their stock or other property rights or interest in the association, butfailure of the notice to contain such a statement shall not invalidate themerger or consolidation. Each such notice shall be mailed by first‑classmail at such a time that not less than 10 full days shall elapse between thedate of mailing the notice and the date of the meeting, and shall be mailed tothe member at his last address as it appears on the records of the association.The proposed plan shall be adopted upon receiving at least two‑thirds ofthe votes entitled to be cast by members present at each such meeting where aquorum is present.

(b)        After suchapproval, and at any time prior to the filing of the articles of merger orconsolidation, the merger or consolidation may be abandoned pursuant toprovisions therefor, if any, set forth in the plan of merger or consolidation. (1963,c. 1168, s. 13.)