Vermont § 17201 - Mergers and consolidations; investor-owned institutions

§ 17201. Mergers and consolidations; investor-owned institutions

• (a) General. Any two or more investor-owned institutions may merge or consolidate into one investor-owned
  Vermont financial institution in accordance with the procedures, and subject to the
  conditions and limitations, set forth in this subchapter. (b) Adoption of plan. The governing body of each participating institution shall adopt, by a majority vote
  or higher if required by its organizational documents, a plan of merger, or consolidation
  on such terms as mutually agreed upon. The plan shall include: (1) The names of the participating institutions and their locations. (2) With respect to the resulting institution: the name and location of its principal
  office, branch offices, and facilities; the name, address, and occupation of each
  director who is to serve until the next annual meeting of the investors; the name
  and address of each officer. (3) The amount of capital, the number and the par value of each class of equity interest,
  and provisions governing the manner and basis of converting the equity interests of
  the participating institutions into equity interests or other securities of the resulting
  institution and, if any equity interests of any of the participating institutions
  are not to be converted solely into equity interests or other securities of the resulting
  institution, provisions governing the amount of cash, property, rights, or securities
  of any other institution or corporation that is to be paid or delivered to the holders
  of the equity interests in exchange for or upon surrender of the equity interests.
  The cash, property, rights, or securities of any other institution or corporation
  may be in addition to or in lieu of the equity interests or securities of the resulting
  institution. (4) The amendments required to be made to the resulting institution’s organizational documents. (5) A statement that the agreement is subject to approval of the Commissioner and of the
  investors of each participating institution. (6) Provisions, if applicable, governing the manner of disposing of equity interests of
  the resulting institution not taken by dissenting investors of the participating institutions. (7) The anticipated effective date of such merger or consolidation. (8) Such other provisions and details as may be necessary to perfect the merger or consolidation
  or as may be required by the Commissioner. (c) Commissioner’s approval. The Commissioner shall approve the plan of merger or consolidation in accordance with
  subsection 17101(b) of this title. (d) Vote of investors. The plan of merger or consolidation, as approved by the Commissioner, shall be submitted
  to the investors of the participating institutions for their approval at an annual
  meeting, or at a special meeting called for that purpose, in accordance with subsection 17101(c) of this title. Notice of the proposed transaction and of dissenters’ rights, if any, shall be given
  in accordance with applicable provisions of the charter and bylaws of the participating
  institutions and applicable provisions of Title 11 or 11A. (e) Executed plan; certificate; effective date. The executed plan certificate and effective date shall be in accordance with subsection 17101(d) of this title. (f) National financial institution as participant. If one of the parties to a merger or consolidation with a Vermont financial institution
  is an investor-owned national financial institution, the participants shall comply
  with all requirements imposed by federal law for such merger, share exchange, or consolidation
  in addition to the requirements contained in this title and shall provide evidence
  of such compliance to the Commissioner. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)