§ 34101 - Mergers - Vermont Statutes

§ 34101. Mergers

(a) General. Any two or more credit unions may merge into one Vermont credit union in accordance with the procedures and subject to the conditions and limitations set forth in this chapter.

(b) Adoption of plan. The governing body of each participating credit union shall adopt, by a majority vote or higher if required by its organizational documents, a plan of merger on such terms as mutually agreed upon. The plan shall include:

(1) The names of the participating credit unions and their locations;

(2) With respect to the continuing credit union: the name and location of its principal office, offices, and facilities; the name, address, and occupation of each director who is to serve until the next annual meeting of the members; and the name and address of each officer;

(3) The amount of capital, the number of outstanding shares, and provisions governing the manner and basis of converting deposits, accounts, or shares of such credit union into deposits, accounts, or shares of the continuing credit union;

(4) The amendments required to be made to the continuing credit union's organizational documents;

(5) The resulting field of membership of the continuing credit union;

(6) A statement that the agreement is subject to approval of the commissioner and of the members of each participating credit union;

(7) Provisions, if applicable, governing the manner in which the continuing credit union will return accounts and shares, with interest to date, to dissenting members of the participating credit unions;

(8) A business plan for the continuing credit union;

(9) The anticipated effective date of such merger; and

(10) Such other provisions and details as may be necessary to perfect the merger or as may be required by the commissioner.

(c) Commissioner's approval. Following approval by a majority vote of the governing body of each participating credit union, unless a higher percentage is required by either credit union's organizational documents, the plan of merger or assumption, together with certified copies of the authorizing resolutions adopted by the governing body of each participating credit union, shall be forwarded to the commissioner for approval pursuant to subchapter 8 of chapter 220 of this title; provided, however, the approval of the commissioner shall not be required for any transaction in which the continuing credit union will be a federal credit union. If the commissioner disapproves the plan, the commissioner shall state the reasons for the disapproval in writing and furnish them to the participating credit unions. The credit unions shall be given an opportunity to amend the plan to eliminate the reasons for disapproval.

(d) Vote of members. The plan of merger, as approved by the commissioner, shall be submitted to the members of each participating credit union for their approval at such credit union's annual meeting or at a special meeting called for that purpose in the following manner. Unless a greater percentage is required by the organizational documents of either credit union, the plan of merger or assumption must be approved by a majority vote of the members present at a meeting called for this purpose. The vote constitutes the adoption of the organizational documents of the continuing credit union, including amendments, contained in the merger agreement.

(e) Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate, and effective date.

(1) Upon approval by the members of each participating credit union, an executive officer and the secretary of each credit union shall submit the executed plan of merger to the commissioner, together with the certified record of the vote of the members approving it, each certified by these officers.

(2) Upon receipt of the items in subdivision (1) of this subsection and evidence that the participating credit unions have complied with all applicable federal laws, state laws, and regulations, the commissioner shall issue to the continuing credit union a certificate specifying the name of each participating credit union and the name of the continuing credit union. The continuing credit union shall file a copy of the certificate with the secretary of state for recording. This certificate is conclusive evidence of the merger and of the correctness of all proceedings relating to the merger in all courts and places. The certificate may be filed in the appropriate land records offices to evidence the new name in which property of each participating credit union is to be held.

(3) Unless a later date is specified in the certificate, the merger is effective upon filing of the certificate as provided in subdivision (2) of this subsection, and the authority of all but the surviving credit union shall terminate automatically upon filing. The commissioner may file or order any credit union to file conforming documents with the secretary of state.

(4) Any plan of merger may contain a provision that, notwithstanding approval of the members or the commissioner, the plan may be abandoned at any time prior to the effective date of the merger by the governing body of any participating credit union, either at the absolute discretion of the governing body or upon the occurrence of any stated condition.

(f) Federal credit union as participant. If one of the parties to a merger with a Vermont credit union is a federal credit union, the participants shall comply with all requirements imposed by federal law for such merger in addition to the requirements contained in this title and shall provide evidence of such compliance to the commissioner.

(g) Sections 34103 and 34104 of this title apply to mergers and acquisitions made pursuant to this chapter.

(h) Authority for expedited mergers. Notwithstanding any other provision of law or any organizational document of any participating credit union, following approval of the plan of merger by a majority vote of the governing body of each participating credit union and receipt by the commissioner of certified copies of the authorizing resolutions adopted by the governing body of each participating credit union, the commissioner may waive any requirement of subsection (b) of this section, may waive the requirements of subsection (d), and may order that the merger become effective immediately if the commissioner believes that the action is necessary for the protection of the members or the public. (Added 2005, No. 16, § 1, eff. July 1, 2005.)