Vermont § 34103 - Effect of merger or conversion

§ 34103. Effect of merger or conversion

• (a) Applicability. From and after the effective date of a merger or conversion, under chapter 224 or
  225 of this title, the continuing credit union may conduct business in accordance
  with the terms of the plan as approved and in accordance with this chapter. (b) Continuing entity. Whenever the authority of any participating or converting credit union has been terminated,
  the continuing credit union shall be deemed to be a continuation of the entity of
  the participating or converting credit union such that all property of the participating
  or converting credit union, including rights, titles, and interests in and to all
  property of whatsoever kind, whether real, personal, or mixed, and things in action,
  and every right, privilege, interest, and asset of any conceivable value or benefit
  then existing, or pertaining to it, or which would inure to it, including appointments,
  designations, and nominations, and all rights and interests in any fiduciary capacity,
  shall immediately by act of law and without any conveyance or transfer and without
  further act or deed be vested in and continue to be that property of the continuing
  credit union; and such continuing credit union shall have, hold, and enjoy the same
  in its own right as fully and to the same extent as the same was possessed, held,
  and enjoyed by the participating or converting credit union, and such continuing credit
  union as of the time of the taking effect of such merger or conversion shall continue
  to have and succeed to all the rights, obligations, and relations of the participating
  or converting credit union. Furthermore, unless the plan provides otherwise or the
  Commissioner orders otherwise, the resulting field of membership of the continuing
  credit union shall be the combined field of membership of both participating credit
  unions, and the continuing credit union may continue to operate the offices of the
  other participating credit union. (c) Effect on judicial proceedings. All pending actions and other judicial proceedings to which the participating or converting
  credit union is a party shall not be deemed to have been abated or to have been discontinued
  by reason of such merger or conversion, but may be prosecuted to final judgment, order,
  or decree in the same manner as if such merger or conversion had not been taken; and
  such credit union resulting from such merger or conversion may continue such action
  in its new name, and any judgment, order, or decree may be rendered for or against
  it that might have been rendered for or against the participating or converting credit
  union involved in such judicial proceedings. (d) Creditor’s rights. The continuing credit union in a merger or conversion shall be liable for all obligations
  of the participating or converting credit union that existed prior to such merger
  or conversion, and the merger or conversion taken shall not prejudice the right of
  a creditor of the participating or converting credit union to have his or her debts
  paid out of the assets thereof, nor shall such creditor be deprived of or prejudiced
  in any action against the officers, directors, corporators, or members of a participating
  or converting credit union for any neglect or misconduct. (e) Powers and attributes of continuing organization. Whenever credit unions merge, the surviving organization, except as provided in this
  chapter, shall have, possess, and own, but separately and distinguishably as provided
  by this chapter, all property, rights, powers, franchises, privileges, and appointments
  whether existing, contingent or future, corporeal or incorporeal, tangible or intangible
  of every nature whatsoever of each of the merging organizations. If any of the merging
  organizations are acting or have been acting or have been nominated, appointed, delegated,
  or designated by any court, person, or otherwise to act in a fiduciary capacity, the
  continuing organization shall have, possess, and be vested with and succeed to all
  of the property, rights, powers, privileges, duties, and obligations appertaining
  to each such fiduciary capacity without further or additional appointment, obligation,
  or designation. The continuing credit union shall be a continuation of the entity
  of each and all of the organizations so merged; each such entity, however, remaining
  separable and distinguishable to the extent provided in this chapter. It may exercise
  the franchise of each of the organizations separably and distinguishably as well as
  the composite franchises of all. Except as provided in this chapter, it shall hold,
  exercise, and perform all rights, powers, privileges, duties, and obligations appertaining
  to any and all representative or fiduciary relationships of each of the merged credit
  unions and shall be liable for all of the debts, contracts, and obligations of each
  of the merged credit unions. Any such debt, undertaking, or obligations of any merged
  credit union may be enforced against it as fully and effectively as it could have
  been against the merged credit union. (f) Disposal of property and assets. The continuing credit union shall have the right to use, control, sell, or dispose
  of all real and personal estate, rights, or interests of the merged credit unions
  and convey the same by deed, assignment, endorsement, contract, or other conveyance,
  either in its own name or in the name of any merged credit unions as provided in this
  section, or in the names of both, as fully and effectively as the merged credit unions
  could have done; and may maintain suit in its own name or in the name of any such
  credit union, as provided in this subchapter, or in the names of both, to foreclose
  or recover any title, right, demand, or claim appertaining to the merged credit unions.
  To this end and except as provided in the contract of merger, the existence of each
  of the merged credit unions shall be deemed and treated as having continued each separably
  and distinguishably for all purposes necessary or convenient to liquidate the assets
  of any merged credit unions. Any receipt, assignment, endorsement, transfer, option,
  compromise, acquittance, release, or contract to sell, convey, or exchange may be
  executed in its name or in the name of the continuing credit unions, or both. Any
  other thing may be done in either or both of these names that may be necessary or
  proper for the reduction to cash of any assets of a foreclosure, of any rights or
  titles, or the doing of any other acts or things appropriate to the winding up of
  the affairs of the merging organization as a separate entity. Those contracts and
  agreements shall be executed, and those acts shall be done under the control of the
  directors of the continuing organization. (Added 2005, No. 16, § 1, eff. July 1, 2005; amended 2021, No. 105 (Adj. Sess.), § 342, eff. July 1, 2022.)