(a) The directors, consisting of at least a majority, of a state bank and bank holding company who desire to adopt a plan of exchange pursuant to this subchapter shall adopt a plan of exchange, signed by them under their respective corporate seals, which shall prescribe and set forth:
(1) The terms and conditions of the plan of exchange;
(2) The mode of carrying it into effect;
(3) Provisions with respect to abandonment;
(4) The effective date of the exchange of shares or the method of determination thereof;
(5) The manner and basis of any cash payment or issuance or exchange of shares of stock or other securities of the bank holding company for shares of the state bank; and
(6) Such other details and provisions as are deemed necessary or desirable.
(b)
(1) The plan of exchange shall be submitted to the stockholders of the state bank to be acquired at a meeting thereof called for that purpose.
(2) Notice shall be given of the time, place, and purpose of the meeting to each stockholder or member of record, whether entitled to vote or not.
(3) A copy of any proxy statement or other solicitation materials provided to the shareholders of the state bank shall be filed with the Bank Commissioner on or before delivery to the shareholders.
(4)
(A) At the meeting, the plan of exchange shall be considered by the stockholders entitled to vote thereon.
(B) A vote by ballot, in person or by proxy, shall be taken for the adoption or rejection of the plan.
(C) Unless otherwise provided in the state bank's articles of incorporation for voting on a plan of exchange, the plan of exchange shall be approved upon receiving the affirmative vote of the holders of at least a simple majority of the outstanding shares of the state bank entitled to vote thereon.
(D) However, if any class of shares of the state bank is entitled to vote as a class on the plan, the plan of exchange shall be approved upon receiving the affirmative vote of the holders of at least a simple majority of the outstanding shares of each class of shares entitled to vote as a class on the plan and the total outstanding shares entitled to vote on the plan.
(E) If the plan of exchange is approved by the stockholders of the state bank, then that fact shall be certified in the plan by the president or chief executive officer or a vice president of the state bank.
(5) The plan so adopted and certified shall be signed by the president or a vice president of each party to the plan of exchange and acknowledged before an officer authorized by law to take acknowledgment of deeds.
(c) The plan, adopted and certified as provided in subsection (b) of this section, shall be filed in duplicate originals with the Bank Commissioner prior to the hearing on the plan and within ten (10) days following the approval of stockholders and, after approval thereof by the commissioner as provided in § 23-48-601, shall be taken and deemed to be the plan of exchange of the parties thereto.
(d) Any plan of exchange may be abandoned in conformity with the terms thereof as approved by the commissioner provided, in that event, due notice of abandonment shall be forthwith transmitted to the stockholders of the state bank, and to the secretary of the bank holding company which are parties thereto, within ten (10) days of the abandonment in a manner and form prescribed or approved by the commissioner.