The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 224 : Merger and Acquisition

• § 34103. Effect of merger or conversion

  (a) Applicability. From and after the effective date of a merger or conversion, under chapter 224 or 225 of this title, the continuing credit union may conduct business in accordance with the terms of the plan as approved and in accordance with this chapter.

  (b) Continuing entity. Whenever the authority of any participating or converting credit union has been terminated, the continuing credit union shall be deemed to be a continuation of the entity of the participating or converting credit union such that all property of the participating or converting credit union, including rights, titles, and interests in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing, or pertaining to it, or which would inure to it, including appointments, designations, and nominations, and all rights and interests in any fiduciary capacity, shall immediately by act of law and without any conveyance or transfer and without further act or deed be vested in and continue to be that property of the continuing credit union; and such continuing credit union shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the participating or converting credit union, and such continuing credit union as of the time of the taking effect of such merger or conversion shall continue to have and succeed to all the rights, obligations, and relations of the participating or converting credit union. Furthermore, unless the plan provides otherwise or the Commissioner orders otherwise, the resulting field of membership of the continuing credit union shall be the combined field of membership of both participating credit unions, and the continuing credit union may continue to operate the offices of the other participating credit union.

  (c) Effect on judicial proceedings. All pending actions and other judicial proceedings to which the participating or converting credit union is a party shall not be deemed to have been abated or to have been discontinued by reason of such merger or conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if such merger or conversion had not been taken; and such credit union resulting from such merger or conversion may continue such action in its new name, and any judgment, order, or decree may be rendered for or against it that might have been rendered for or against the participating or converting credit union involved in such judicial proceedings.

  (d) Creditor’s rights. The continuing credit union in a merger or conversion shall be liable for all obligations of the participating or converting credit union that existed prior to such merger or conversion, and the merger or conversion taken shall not prejudice the right of a creditor of the participating or converting credit union to have his or her debts paid out of the assets thereof, nor shall such creditor be deprived of or prejudiced in any action against the officers, directors, corporators, or members of a participating or converting credit union for any neglect or misconduct.

  (e) Powers and attributes of continuing organization. Whenever credit unions merge, the surviving organization, except as provided in this chapter, shall have, possess, and own, but separately and distinguishably as provided by this chapter, all property, rights, powers, franchises, privileges, and appointments whether existing, contingent or future, corporeal or incorporeal, tangible or intangible of every nature whatsoever of each of the merging organizations. If any of the merging organizations are acting or have been acting or have been nominated, appointed, delegated, or designated by any court, person, or otherwise to act in a fiduciary capacity, the continuing organization shall have, possess, and be vested with and succeed to all of the property, rights, powers, privileges, duties, and obligations appertaining to each such fiduciary capacity without further or additional appointment, obligation, or designation. The continuing credit union shall be a continuation of the entity of each and all of the organizations so merged; each such entity, however, remaining separable and distinguishable to the extent provided in this chapter. It may exercise the franchise of each of the organizations separably and distinguishably as well as the composite franchises of all. Except as provided in this chapter, it shall hold, exercise, and perform all rights, powers, privileges, duties, and obligations appertaining to any and all representative or fiduciary relationships of each of the merged credit unions and shall be liable for all of the debts, contracts, and obligations of each of the merged credit unions. Any such debt, undertaking, or obligations of any merged credit union may be enforced against it as fully and effectively as it could have been against the merged credit union.

  (f) Disposal of property and assets. The continuing credit union shall have the right to use, control, sell, or dispose of all real and personal estate, rights, or interests of the merged credit unions and convey the same by deed, assignment, endorsement, contract, or other conveyance, either in its own name or in the name of any merged credit unions as provided in this section, or in the names of both, as fully and effectively as the merged credit unions could have done; and may maintain suit in its own name or in the name of any such credit union, as provided in this subchapter, or in the names of both, to foreclose or recover any title, right, demand, or claim appertaining to the merged credit unions. To this end and except as provided in the contract of merger, the existence of each of the merged credit unions shall be deemed and treated as having continued each separably and distinguishably for all purposes necessary or convenient to liquidate the assets of any merged credit unions. Any receipt, assignment, endorsement, transfer, option, compromise, acquittance, release, or contract to sell, convey, or exchange may be executed in its name or in the name of the continuing credit unions, or both. Any other thing may be done in either or both of these names that may be necessary or proper for the reduction to cash of any assets of a foreclosure, of any rights or titles, or the doing of any other acts or things appropriate to the winding up of the affairs of the merging organization as a separate entity. Those contracts and agreements shall be executed, and those acts shall be done under the control of the directors of the continuing organization. (Added 2005, No. 16, § 1, eff. July 1, 2005; amended 2021, No. 105 (Adj. Sess.), § 342, eff. July 1, 2022.)