Tennessee § 45-4-903 - Merger.

§ 45-4-903. Merger.

Any credit union may, with the approval of the commissioner of financial institutions, merge with any other credit union under the existing charter of the other credit union, pursuant to any plan approved by the board of directors of each credit union joining in the merger, and approved by two-thirds (2/3) of the members of each credit union represented at a meeting of members duly called for that purpose, at which a minimum of ten percent (10%) of the entire membership is present, unless the meeting of members of either credit union has been waived by the commissioner. After approval of the board and members of each credit union, the president or chair of the board and secretary of each credit union shall execute a certificate of merger, which shall set forth all of the following: The time and place of the meeting of the board of directors at which the plan was agreed upon; The vote in favor of adoption of the plan; A copy of the resolution or other action by which the plan was agreed upon; The time and place of the meeting of the members at which the plan agreed upon was approved; and The vote by which the plan was approved by the members. The certificates and a copy of the plan of merger agreed upon shall be forwarded to the commissioner and, upon approval, returned to the merging credit unions. The certificate of merger, with the certificate of approval of the commissioner annexed it, shall be recorded in the office of the secretary of state and in the register's office of the county in which each credit union has its principal place of business. Upon a merger so effected, all property, property rights, and interests of the merged credit unions 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 unions shall be deemed to have been assumed by the surviving credit union under whose charter the merger was effected. This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge with one chartered under this chapter. All members of both credit unions effecting a merger shall be deemed to have a common bond of association, occupation or residence as required by § 45-4-101, for formation of credit unions generally. A merger fee of three hundred dollars ($300) shall be paid to the commissioner to cover the salary and expenses of department personnel assigned to supervise the merger. The fee shall be paid by the surviving credit union if it is chartered under the laws of Tennessee. Otherwise the fee shall be paid by the merging credit union. Acts 1923, ch. 68, § 23; Shan. Supp., § 2198a30; Code 1932, § 3857; Acts 1973, ch. 294, § 6; 1974, ch. 557, § 3; 1979, ch. 86, § 9; T.C.A. (orig. ed.), § 45-1828; Acts 1984, ch. 714, § 1.