Tennessee § 45-2-1305 - Approval by stockholders of merging state banks.

§ 45-2-1305. Approval by stockholders of merging state banks.

To be effective, a merger that is to result in a state bank must be approved by the stockholders of each merging state bank by a majority vote of the outstanding voting stock of each class eligible to vote for the merger; provided, that a greater vote may be required by the charter. The vote shall be held at a meeting called to consider the action. The vote shall constitute the adoption of the charter and bylaws of the continuing state bank, including the amendments in the merger agreement, as the charter and bylaws of the resulting bank. Notice of the meeting of the stockholders must be given by mail at least fifteen (15) days before the date of the meeting to each stockholder of record of each merging bank at the stockholder's address on the books of the stockholder's bank, who has not waived notice in writing. The notice shall state that a dissenting stockholder will be entitled to payment of the value of the stockholder's shares only if written notice of intent to demand payment is delivered to the bank before the vote is taken, and the stockholder does not vote the shares in favor of the plan. Acts 1969, ch. 36, § 1 (3.405); T.C.A., § 45-605; Acts 1984, ch. 571, § 1; 1993, ch. 95, § 1; 1994, ch. 551, §§ 13, 14; 2020, ch. 605, § 1. Compiler's Notes. Section 2 of Acts 1984, ch. 571, provided that: “This act shall not affect rights and duties that matured, penalties that were incurred, or proceedings that were begun before its effective date.” Amendments. The 2020 amendment, in (b), in the first sentence, substituted “must” for “shall”, deleted “publication in a newspaper of general circulation in the place where the principal office of each merging bank is located, at least once a week for four (4) successive weeks, and by” following “given by”, and deleted the second sentence, which read, “No notice by publication need be given if written waivers are received from the holders of two thirds (2/3) of the outstanding shares of each class of voting stock.” Effective Dates. Acts 2020, ch. 605, § 10. March 20, 2020. Textbooks. Tennessee Jurisprudence, 5 Tenn. Juris., Banks and Banking, § 64.