Approval of merger by directors.

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(1) Where there is to be a resulting state bank, the board of directors of each constituent state bank shall, by a majority of the entire board, approve a merger agreement, which agreement shall contain:

  1. The name of each constituent bank and the location of each office;

  2. With respect to the resulting bank, the name and the location of each proposed office;the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares, and the par value of each share; whether preferred stock is to be issued and the amount, terms, and preferences; the amendments to the charter and bylaws;

  3. The terms for the exchange of shares of the constituent banks for those of the resulting bank;

  4. A statement that the agreement is subject to approval by the banking board and bythe stockholders of each constituent bank;

  5. Provisions governing the manner of disposing of the shares of the resulting state banknot taken by dissenting shareholders of constituent banks;

  6. Such other provisions as the banking board requires to enable it to discharge its dutieswith respect to the merger.

Source: L. 2003: Entire article added with relocations, p. 1096, § 3, effective July 1.

Editor's note: This section is similar to former § 11-4-103 as it existed prior to 2003.


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