Rhode Island § 19-5-24 - Credit Unions

§ 19-5-24. Merger.

(a) Any credit union may, with approval of the director, or the director’s designee, merge with another credit union under the agreement to form of the surviving credit union, pursuant to any plan agreed upon by a two thirds (⅔) vote of those members of the board of directors of each credit union joining in the merger present at a meeting called for that purpose. Additionally, the merger must be approved by the affirmative vote of members representing two thirds (⅔) of the members present of the credit union to be merged, who are eligible to vote pursuant to the bylaws of the credit union, either at a meeting of the members duly called for that purpose or in writing, and if the merger has a significant impact on the surviving credit union, as determined by the director, or the director’s designee, the merger must also be approved by the affirmative vote of members representing two thirds (⅔) of the members present of the surviving credit union, who are eligible to vote pursuant to the bylaws of the credit union, either at a meeting of the members duly called for that purpose or in writing. The credit union being merged shall be required to mail notice of the meeting to its members. Notice of the members’ meeting shall be mailed to all members of the surviving credit union in the discretion of the director, or the director’s designee. The director, or the director’s designee, may waive any or all of the foregoing requirements with respect to notice or to votes of members of the merged credit union or the surviving credit union in order to avert insolvency or imminent failure.

(b) Upon approval by the director, or the director’s designee, and after the votes by the boards of directors and approval of the members of the credit union to be merged, the president and clerk or secretary of each credit union shall execute, in triplicate, a certificate of merger that shall set forth all of the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote in favor of adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved, if applicable;

(5) The vote by which the plan was approved by the members, if applicable; and

(6) The date the merger was approved by the director, or the director’s designee.

(c) The certificates, in triplicate, and a copy of the plan of merger agreed upon shall be forwarded to the director, or the director’s designee, and a copy of the certificate, certified by the director, shall be returned to the merging credit unions within thirty (30) days. Upon any such merger so effected, all property, property rights, and interest of the merged credit union shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union shall be deemed to have been assumed by the surviving credit union under whose agreement to form the merger was effected.