Delaware § 2002 - Approval of joint plan of merger or consolidation, or plan of conversion.

§ 2002. Approval of joint plan of merger or consolidation, or plan of conversion.

The board of directors of each of the associations or federal savings and loan associations which desire to merge, consolidate or convert shall, by resolution adopted by at least a majority of all the members of each board, approve a joint plan of merger or consolidation or a plan of conversion, as the case may be, setting forth the terms and conditions of the merger, consolidation or conversion and the mode of carrying the same into effect, the manner and basis of converting the shares of each association or federal savings and loan association into shares or other securities or obligations of the surviving, new or converted association or federal savings and loan association, as the case may be, and such other details and provisions as are deemed necessary.

The board of directors of each association or federal savings and loan association, upon approving such plan of merger, consolidation or conversion in accordance with the provisions of this chapter, shall, by resolution, direct that the plan be submitted to a vote of the shareholders of such association or federal savings and loan association entitled to vote thereon, at annual or special meeting of the shareholders. Written notice shall, not less than 15 days before such annual or special meeting, be given respectively to each shareholder of record, unless the plan of merger or consolidation contemplates an increase in the authorized capital of the constituent associations, in which event 60 days’ notice of such meeting shall be given to each shareholder. The notice shall state the place, day, hour, and purpose of the meeting, and a copy or a summary of the plan or merger, consolidation or conversion, as the case may be, shall be included in or enclosed with such notice. However, in the case of the surviving association in a merger, if the articles or bylaws specifically so provide, the plan of merger shall not be required to be submitted to the shareholders for approval, but in such case written notice of such contemplated merger shall be given to all shareholders of the surviving association, prior to the date upon which the articles of merger are filed with the Secretary of State; in such event, upon request in writing to the secretary of the association, any shareholder of the surviving association shall be entitled to receive forthwith a copy of the proposed plan of merger.

The plan of merger, consolidation or conversion, to form a surviving, new or converted association, shall be ratified upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon of each of the merging or consolidating associations or federal savings and loan associations, except in the case of a surviving association, the articles or bylaws of which, pursuant to this chapter, provide that action by the shareholders shall not be required, in which case no ratification shall be necessary.

The plan of conversion of an association into a federal savings and loan association, or the plan of merger or consolidation of 1 or more associations with 1 or more federal savings and loan associations to form a federal savings and loan association, shall be ratified upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon of the association converting, or of each of the merging or consolidating associations.

5 Del. C. 1953, §  2002;  49 Del. Laws, c. 253.;