The requirements for a merger or consolidation which must be satisfied by the parties thereto are:
1. The parties shall adopt a plan stating all of the following:
a. The names of the banks proposing to merge or consoli- date and the name of the bank into which they propose to merge, which is the "resulting bank".
b. The terms and conditions of the proposed merger or conolidation.
c. The manner and basis of the converting of shares of each bank into shares, obligations, or other securities of the reulting bank or of any other corporation, or, in whole or in part, into cash or other property.
d. The rights of the shareholders of each of the parties.
e. An agreement concerning the merger or consolidation.
f. Such other provisions with respect to the proposed merger or consolidation which are deemed necessary or desir- able.
2. In the case of a state bank which is a party to the plan, if the proposed merger or consolidation will result in a state bank subject to this chapter, adoption of the plan by such state bank shall require the affirmative vote of at least a majority of the directors and approval by the shareholders, in the manner and according to the procedures prescribed in section 490.1103, at a meeting called in accordance with the terms of that section. In the case of a national bank, or if the proposed merger or consolidation will result in a national bank, adoption of the plan by each party thereto shall require the affirmative vote of at least such directors and shareholders whose affirmative vote thereon is required under the laws of the United States. Subject to applicable requirements of the laws of the United States in a case in which a national bank is a party to a plan, any modification of a plan which has been adopted shall be made by any method provided therein, or in the absence of such provision, by the same vote as required for adoption.
3. If a proposed merger or consolidation will result in a state bank, application for the required approval by the superintendent shall be made in the manner prescribed by the superintendent. There shall also be delivered to the superintendent, when available:
a. Articles of merger or consolidation.
b. Applicable fees payable to the secretary of state, as specified in section 490.122, for the filing and recording of the articles of merger or consolidation.
c. If there is any modification of the plan at any time prior to the approval by the superintendent under section 524.1403, an amendment of the application and, if necessary, of the articles of merger or consolidation, signed in the same manner as the originals, setting forth the modification of the plan, the method by which such modification was adopted and any related change in the provisions of the articles of merger or consolidation.
d. Proof of publication of the notice required by subsection 4 of this section.
4. If a proposed merger or consolidation will result in a state bank, the parties to the plan shall publish a notice of the proposed transaction in a newspaper of general circulation published in a municipal corporation or unincorporated area in which each party to the plan has its principal place of business, and in the case of a consolidation, in which the resulting state bank is to have its principal place of business, or if there is none, in a newspaper of general circulation published in the county, or in a county adjoining the county, in which each party to the plan has its principal place of business and, in the case of a consolidation, in which the resulting state bank is to have its principal place of business. The notice shall be published once each week for two successive weeks, within thirty days after making application to the superintendent for approval of the plan. The notice shall set forth the names of the parties to the plan and the resulting state bank, the location and post office address of the principal place of business of the resulting state bank and of each office to be maintained by the resulting state bank, the purpose or purposes of the resulting state bank, and the date of delivery of the articles of merger and consolidation to the superintendent.
5. The articles of merger or consolidation shall be signed by two duly authorized officers of each party to the plan and shall contain:
a. The names of the parties to the plan, and of the resulting state bank.
b. The location and the post office address of the principal place of business of each party to the plan, and of each additional office maintained by the parties to the plan, and the location and post office address of the principal place of business of the resulting state bank, and of each additional office to be maintained by the resulting state bank.
c. The votes by which the plan was adopted, and the time and place of each meeting in connection with such adoption.
d. The number of directors constituting the board of directors, and the names and addresses of the individuals who are to serve as directors until the next annual meeting of the shareholders or until their successors be elected and qualify.
e. In the case of a merger, any amendment of the articles of incorporation of the resulting state bank.
f. In the case of a consolidation, the provisions required in the articles of incorporation of a state bank by section 524.302, subsections 3 to 7.
g. The plan of merger or consolidation.
6. If a proposed merger or consolidation will result in a national bank, a state bank which is a party to the plan shall:
a. Notify the superintendent of the proposed merger or consolidation.
b. Provide such evidence of the adoption of the plan as the superintendent may request.
c. Notify the superintendent of any abandonment or disapproval of the plan.
d. File with the superintendent and with the secretary of state a certificate of approval of the merger or consolidation by the comptroller of the currency of the United States.
e. Notify the superintendent of the date upon which such merger or consolidation is to become effective.
[C54, 58, 62, 66, § 528B.4, 528B.5; C71, 73, 75, 77, 79, 81, § 524.1402]
90 Acts, ch 1076, § 1; 90 Acts, ch 1205, § 45, 46
Referred to in § 524.1403
Iowa General Assembly
Search: Iowa Code 1995
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