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This entry was published on 2014-09-22
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SECTION 601
Merger agreement; authorization; approval; filing
Banking (BNK) CHAPTER 2, ARTICLE 13
§ 601. Merger agreement; authorization; approval; filing. 1. A written
plan of merger shall be submitted, in duplicate, to the superintendent
by the corporations which are to merge. Such plan shall be in form
satisfactory to the superintendent, shall specify each corporation to be
merged and the corporation which is to receive into itself the merging
corporation or corporations, and shall prescribe the terms and
conditions of the merger and the mode of carrying it into effect. Such
plan may provide the name to be borne by the receiving corporation and
such name may be the name of any corporation which is a party to such
plan or a new name. Such plan may also name the persons who shall
constitute the board of directors or trustees of the receiving
corporation after the merger shall have been accomplished, provided that
the number and qualifications of such persons shall be in accordance
with the provisions of this chapter relating to the number and
qualifications of directors or trustees of such a corporation; or, in
the case of stock corporations, such plan may provide for a meeting of
the stockholders to elect a board of directors within sixty days after
such merger, and may make provision for conducting the affairs of the
corporation meanwhile. In the case of savings banks, such plan may also
provide that the place or places of business of the merging bank may be
maintained as an office or offices of the receiving bank as provided in
paragraph (c) of subdivision two of section two hundred forty of this
chapter.

At the time of submission for action by the superintendent of the
written plan of merger, an investigation fee as prescribed pursuant to
section eighteen-a of this chapter shall be paid to the superintendent.

2. In the case of stock corporations, there shall be submitted, in
duplicate, to the superintendent with the plan of merger, a certificate
of the president, secretary or cashier of each of the corporations which
are to merge, certifying that such plan has been approved by the board
of directors of his corporation by a majority vote of all the members
thereof, and that such plan was thereafter submitted to the stockholders
of such corporation at a meeting thereof held upon notice of at least
fifteen days, specifying the time, place and object of such meeting and
addressed to each stockholder at the address appearing upon the books of
the corporation and published at least once a week for two successive
weeks in one newspaper in each county in which any of the merging
corporations has its principal place of business and that such plan has
been approved at such meeting by the vote of the stockholders owning at
least two-thirds in amount of the stock of such corporation, except that
such certificate of the president, secretary or cashier of the receiving
corporation need not certify that such plan was submitted to or approved
by vote of the stockholders of such corporation if (a) the total assets
of the merging corporation or corporations do not exceed ten per centum
of the total assets of the receiving corporation and (b) the plan of
merger does not change the name or the authorized shares of capital
stock of the receiving corporation or make or require any other change
or amendment for which the approval or consent of stockholders of the
receiving corporation would be required under provisions of law other
than this section.

3. In the case of mutual savings banks, mutual savings and loan
associations or credit unions, there shall be submitted, in duplicate,
to the superintendent with the plan of merger, a certificate of the
president, secretary or cashier of each of the corporations which are to
merge, certifying that such plan has been submitted to a special meeting
of the board of trustees or directors of his corporation, that a notice
of at least fifteen days, specifying the time, place and object of the
meeting, together with a copy of the plan has been mailed to each
trustee or director and that such plan has been approved at such meeting
by a vote of two-thirds of all the members of such board of trustees or
directors.

4. In the case of merger of a safe deposit company into a bank or
trust company which owns at least ninety-five per centum of the
outstanding shares of each class of the stock of such safe deposit
company, in lieu of compliance with subdivisions one and two of this
section there may be submitted, in duplicate, to the superintendent a
written plan of merger in form satisfactory to the superintendent
stating that such safe deposit company as the merging corporation is to
be merged into such bank or trust company as the receiving corporation
and setting forth any necessary or appropriate terms and conditions of
the merger and provisions for carrying it into effect, including, if the
receiving corporation does not own all the outstanding stock of the
merging corporation, provisions with respect to the cash or other
consideration to be paid or delivered to the stockholders of the merging
corporation (other than the receiving corporation) upon the merger
becoming effective and upon the surrender of their shares. There shall
be submitted, in duplicate, to the superintendent with such plan of
merger, a certificate of the president, secretary or cashier of the
merging corporation and of the receiving corporation, certifying that
such plan has been approved by the board of directors of his corporation
by a majority vote of all the members thereof. The certificate of the
president, secretary or cashier of the merging corporation shall certify
the extent of the ownership by the receiving corporation of the
outstanding capital stock of the merging corporation. If the receiving
corporation does not own all the outstanding stock of the merging
corporation, the certificate of the president, secretary or cashier of
the merging corporation shall also certify that there has been mailed to
each of its stockholders of record (other than the receiving
corporation), at the address appearing upon the books of the merging
corporation, a copy of the plan of merger. Any holder of a share or
shares of stock of the merging corporation not owned by the receiving
corporation may, at any time prior to the expiration of twenty days
after the date of mailing of the plan of merger to the stockholders of
the merging corporation, object to the merger and demand payment for his
stock. Such objection and demand must be in writing and filed with the
receiving corporation. Thereupon such stockholder and the receiving
corporation shall have the right to have such stock appraised and paid
for as provided in section six thousand twenty-two of this chapter,
subject to the conditions and provisions of said section (other than the
conditions and provisions of subdivisions one, two and three thereof);
except that (a) the time within which the receiving corporation may mail
to such stockholder a written offer accompanied by a balance sheet and
profit and loss statement of the merging corporation as provided in
subdivision seven of said section shall expire thirty days after the
merger takes effect, (b) all references in subdivision eight of said
section to the stockholders' authorization date shall be deemed to refer
to the date of mailing of the plan of merger to the stockholders of the
merging corporation, and (c) all references in said section to the
notice of election to dissent shall be deemed to refer to the demand of
a stockholder of the merging corporation for payment of his stock.