House Journal: Page 875: Tuesday, March 19, 2002
14 without approval by a vote of the shareholders of
15 either the state bank or the subsidiary corporation.
16 The board of directors of the state bank shall approve
17 a plan of merger, mail to shareholders of record of
18 the subsidiary corporation, and prepare and execute
19 articles of merger in the manner provided for in
20 section 490.1104 490.1105. The articles of merger,
21 together with the applicable filing and recording
22 fees, shall be delivered to the superintendent who
23 shall, if the superintendent approves of the proposed
24 merger and if the superintendent finds the articles of
25 merger satisfy the requirements of this section,
26 deliver them to the secretary of state for filing and
27 recording in the secretary of state's office, and they
28 shall be filed in the office of the county recorder.
29 The secretary of state upon filing the articles of
30 merger shall issue a certificate of merger and send
31 the certificate to the state bank and a copy of it to
32 the superintendent.
33 Sec. . Section 524.1417, Code 2001, is amended
34 to read as follows:
35 524.1417 RIGHTS APPRAISAL RIGHTS OF DISSENTING
36 SHAREHOLDER OF CONVERTING STATE OR NATIONAL BANK OR
37 FEDERAL SAVINGS ASSOCIATION.
38 1. A shareholder of a state bank which that
39 converts into a national bank or federal savings
40 association who objects to the plan of conversion is
41 entitled to the rights and remedies of a dissenting
42 shareholder appraisal rights as provided in chapter
43 490, division XIII.
44 2. If a shareholder of a national bank or federal
45 savings association, which that converts into a state
46 bank, objects to the plan of conversion and complies
47 with the requirements of applicable laws of the United
48 States, the resulting state bank is liable for the
49 value of the shareholder's shares as determined in
50 accordance with such laws of the United States.
Page 12
1 Sec. . Section 533.4, subsection 27, Code 2001,
2 is amended to read as follows:
3 27. To provide indemnity for the director,
4 officer, or employee in the same fashion that a
5 corporation organized under chapter 490 could under
6 sections 490.850 through 490.858 490.859; however,
7 where those sections provide for action by
8 shareholders the provision is applicable to action by
9 members of the credit union and where the sections
10 have reference to the corporation organized under
11 chapter 490, the provision is applicable to the
12 association organized under this chapter.
© 2002 Cornell College and
League of Women Voters of Iowa
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