(1) The method of merger of two or more credit unions shall be as follows:
(a) (I) The board of directors of the continuing and each merging credit union shall:
Approve a plan for the proposed merger; and
Authorize representatives of each credit union to act on each credit union's behalf tobring about the merger.
(II) The plan shall include such information as the board deems appropriate.
Upon approval of the merger plan by each board of directors for each credit unioninvolved in the transaction, the merger plan, together with the resolutions of each board of directors, shall be submitted to the board. If the board determines that the merger plan complies with the provisions of this article and any applicable rules thereto, the board may approve the merger plan, subject to such other specific requirements as may be prescribed to fulfill the intended purposes of the proposed merger.
A meeting of the members of each merging credit union involved shall be called forthe purpose of considering a merger. Notice of the meeting, including purpose, date, time, place, and ballot of the merger plan shall be given to the entire membership. At such meeting, at least two-thirds of the members present and voting must approve the proposed merger. If any member approves or disapproves the merger by returning a ballot, signed by such member, to the secretary of the credit union at or before the meeting, such ballot for all purposes of this section shall be deemed equivalent to the vote of such member at such meeting, notwithstanding the member is not then present.
(2) The merger shall thereupon be consummated in the following manner:
(a) The duly authorized representatives of each credit union shall execute, in duplicate, a certificate of merger stating:
That the board of directors of each credit union has approved the merger;
That more than two-thirds of the members of each merging credit union have approved the terms and conditions of the proposed merger at a meeting of the members called for that purpose; and
The name and location of the continuing credit union.
The continuing credit union shall prepare and adopt any bylaw amendments requiredby the board, consistent with the provisions of this article, and execute the same in duplicate.
The certificate above provided for and any required bylaw amendments, both executed in duplicate, shall be forwarded to the board.
(Deleted by amendment, L. 2004, p. 133, § 10, effective July 1, 2004.)
If the board approves the certificate and bylaw amendments, it shall so notify therepresentatives and shall issue a certificate of approval, attach it to the duplicate certificate of merger, and return the same to the representatives of the participating credit unions together with the duplicate of the bylaw amendments.
The duplicate of the certificate of merger with the board's certificate of approvalattached shall be filed with the secretary of state who shall make a record of said certificate and return it, with his certificate of record attached, to the board for permanent record. The fee for said filing shall be determined and collected pursuant to section 24-21-104 (3), C.R.S.
Thereupon the participating credit unions shall be merged in accordance with theprovisions of this section. The continuing credit union shall take over the assets and assume all the liabilities of each merging credit union.
A state chartered credit union may merge with a federal credit union provided allrequirements outlined in this article and the appropriate federal credit union regulations have been complied with and approval of such proposed merger has been authorized by the board of directors of each credit union involved.
Source: L. 31: p. 305, § 21. CSA: C. 47, § 21. L. 41: p. 378, § 21. L. 51: p. 316, § 9. CRS 53: § 38-1-22. C.R.S. 1963: § 38-1-22. L. 75: (1) amended and (7) added, p. 397, § 3, effective June 16. L. 83: (5) amended, p. 876, § 40, effective July 1. L. 84: (2)(a) amended, p. 376, § 11, effective July 1. L. 90: (2)(c) and (3) to (5) amended, p. 1838, § 12, effective May 31. L. 93: (2)(c) and (3) to (5) amended, p. 1446, § 8, effective June 6. L. 2004: (1) to (4) and (6) amended, p. 133, § 10, effective July 1. L. 2005: (2)(a) amended, p. 763, § 16, effective June 1.