(a) Subject to this chapter and chapter 1 of this title, a state bank may convert into a resulting national bank, or a state or national bank in operation for at least three (3) years shall have the right to merge with any other bank in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging or converting bank, if a state bank, and its rights and liabilities and those of its stockholders, shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state bank shall be required for a merger or conversion and that, on conversion by a state bank into a national bank, the rights of dissenting stockholders shall be those specified in § 45-2-1309. The requirement that both banks be in operation for three (3) years shall not apply if:

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Terms Used In Tennessee Code 45-2-1302

  • Bank: means a state or a national bank. See Tennessee Code 45-2-1301
  • Converting bank: means a bank converting from a state to a national bank, or the reverse. See Tennessee Code 45-2-1301
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Merger: includes consolidation. See Tennessee Code 45-2-1301
  • Merging bank: means a party to a merger. See Tennessee Code 45-2-1301
  • National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
  • National bank: means a national banking association located in this state. See Tennessee Code 45-2-1301
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • State bank: means a bank chartered by this state. See Tennessee Code 45-2-1301
  • United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) Both merging banks have their principal offices in the same county; or
(2)

(A) One (1) merging bank was in existence, as defined in [former] § 45-12-102, as a bank prior to July 1, 1985, and was located in one (1) of the counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years;
(B) Notwithstanding § 45-2-614, the resulting national bank may create and operate branch banks in the county where the merging banks or any branch of either of the merging banks was located prior to the merger.
(b) Upon the completion of the merger or conversion, the franchise of any merging or converting state bank shall automatically terminate.
(c) A national bank in operation for at least three (3) years shall have the right to merge with an association as defined in § 45-3-104, in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging bank or association and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state association shall be required for a merger. The requirement that both financial institutions be in operation for three (3) years shall not apply if both merging institutions have their principal offices in the same county.
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