Vermont § 34101 - Mergers

§ 34101. Mergers

• (a) General. Any two or more credit unions may merge into one Vermont credit union in accordance
  with the procedures and subject to the conditions and limitations set forth in this
  chapter. (b) Adoption of plan. The governing body of each participating credit union shall adopt, by a majority vote
  or higher if required by its organizational documents, a plan of merger on such terms
  as mutually agreed upon. The plan shall include: (1) the names of the participating credit unions and their locations; (2) with respect to the continuing credit union, the name and location of its principal
  office, offices, and facilities; the name, address, and occupation of each director
  who is to serve until the next annual meeting of the members; and the name and address
  of each officer; (3) the amount of capital, the number of outstanding shares, and provisions governing
  the manner and basis of converting deposits, accounts, or shares of such credit union
  into deposits, accounts, or shares of the continuing credit union; (4) the amendments required to be made to the continuing credit union’s organizational
  documents; (5) the resulting field of membership of the continuing credit union; (6) a statement that the agreement is subject to approval of the Commissioner and of the
  members of each participating credit union; (7) provisions, if applicable, governing the manner in which the continuing credit union
  will return accounts and shares, with interest to date, to dissenting members of the
  participating credit unions; (8) a business plan for the continuing credit union; (9) the anticipated effective date of such merger; and (10) such other provisions and details as may be necessary to perfect the merger or as
  may be required by the Commissioner. (c) Commissioner’s approval. Following approval by a majority vote of the governing body of each participating
  credit union, unless a higher percentage is required by either credit union’s organizational
  documents, the plan of merger or assumption, together with certified copies of the
  authorizing resolutions adopted by the governing body of each participating credit
  union, shall be forwarded to the Commissioner for approval pursuant to chapter 220,
  subchapter 8 of this title; provided, however, the approval of the Commissioner shall
  not be required for any transaction in which the continuing credit union will be a
  federal credit union. If the Commissioner disapproves the plan, the Commissioner shall
  state the reasons for the disapproval in writing and furnish them to the participating
  credit unions. The credit unions shall be given an opportunity to amend the plan to
  eliminate the reasons for disapproval. (d) Vote of members. The plan of merger, as approved by the Commissioner, shall be submitted to the members
  of each participating credit union for their approval at such credit union’s annual
  meeting or at a special meeting called for that purpose in the following manner. Unless
  a greater percentage is required by the organizational documents of either credit
  union, the plan of merger or assumption must be approved by a majority vote of the
  members present at a meeting called for this purpose. The vote constitutes the adoption
  of the organizational documents of the continuing credit union, including amendments,
  contained in the merger agreement. (e) Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate, and effective date: (1) Upon approval by the members of each participating credit union, an executive officer
  and the secretary of each credit union shall submit the executed plan of merger to
  the Commissioner, together with the certified record of the vote of the members approving
  it, each certified by these officers. (2) Upon receipt of the items in subdivision (1) of this subsection and evidence that
  the participating credit unions have complied with all applicable State and federal
  law, the Commissioner shall issue to the continuing credit union a certificate specifying
  the name of each participating credit union and the name of the continuing credit
  union. The continuing credit union shall file a copy of the certificate with the Secretary
  of State for recording. This certificate is conclusive evidence of the merger and
  of the correctness of all proceedings relating to the merger in all courts and places.
  The certificate may be filed in the appropriate land records offices to evidence the
  new name in which property of each participating credit union is to be held. (3) Unless a later date is specified in the certificate, the merger is effective upon
  filing of the certificate as provided in subdivision (2) of this subsection, and the
  authority of all but the surviving credit union shall terminate automatically upon
  filing. The Commissioner may file or order any credit union to file conforming documents
  with the Secretary of State. (4) Any plan of merger may contain a provision that, notwithstanding approval of the members
  or the Commissioner, the plan may be abandoned at any time prior to the effective
  date of the merger by the governing body of any participating credit union, either
  at the absolute discretion of the governing body or upon the occurrence of any stated
  condition. (f) Federal credit union as participant. If one of the parties to a merger with a Vermont credit union is a federal credit
  union, the participants shall comply with all requirements imposed by federal law
  for such merger in addition to the requirements contained in this title and shall
  provide evidence of such compliance to the Commissioner. (g) Sections 34103 and 34104 of this title apply to mergers and acquisitions made pursuant to this chapter. (h) Authority for expedited mergers. Notwithstanding any other provision of law or any organizational document of any participating
  credit union, following approval of the plan of merger by a majority vote of the governing
  body of each participating credit union and receipt by the Commissioner of certified
  copies of the authorizing resolutions adopted by the governing body of each participating
  credit union, the Commissioner may waive any requirement of subsection (b) of this
  section, may waive the requirements of subsection (d) of this section, and may order
  that the merger become effective immediately if the Commissioner believes that the
  action is necessary for the protection of the members or the public. (Added 2005, No. 16, § 1, eff. July 1, 2005; amended 2021, No. 105 (Adj. Sess.), § 341, eff. July 1, 2022.)