The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 207 : Merger, Share Exchange, Consolidations, and Acquisitions

Subchapter 003 : MERGERS AND CONSOLIDATIONS; MUTUAL OR COOPERATIVE FINANCIAL INSTITUTIONS

• § 17301. Mergers and consolidations; mutual or cooperative financial institutions

  (a) General. Two or more mutual or cooperative financial institutions may merge or consolidate into one financial institution organized under chapter 203 of this title in accordance with the procedures and subject to the conditions and limitations set forth in this subchapter.

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

  (1) the names of the participating institutions and their locations;

  (2) with respect to the resulting institution: the name and location of its principal office, branch offices, and facilities; the name, address, and occupation of each director who is to serve until the next annual meeting of the mutual voters; the name and address of each officer;

  (3) the amount of capital and the manner of converting deposits, accounts, or shares of such institution into deposits, accounts, or shares of the resulting institution;

  (4) the amendments required to be made to the resulting institution’s organizational documents;

  (5) a statement that the agreement is subject to approval of the Commissioner and of the eligible account holders of each participating institution;

  (6) the mode for carrying the plan into effect;

  (7) the anticipated effective date of such merger or consolidation; and

  (8) such other provisions and details as may be necessary to perfect the merger or consolidation or as may be required by the Commissioner.

  (c) Commissioner’s approval. The Commissioner shall approve the plan of merger or consolidation in accordance with subsection 17101(b) of this title.

  (d) Vote of mutual voters. The plan of merger or consolidation, as approved by the Commissioner, shall be submitted to the mutual voters of the participating institutions for their approval at an annual meeting, or at a special meeting called for that purpose, in accordance with the organizational documents of the institution and applicable law.

  (e) Executed plan; certificate; effective date. The executed plan, certificate, and effective date shall be in accordance with subsection 17101(d) of this title. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)