§ 17201. Mergers and consolidations; investor-owned institutions

(a) General. Any two or more investor-owned institutions may merge or consolidate into one investor-owned Vermont financial institution in accordance with the procedures, and subject to the conditions and limitations, set forth in this subchapter.

(b) Adoption of plan. The governing body of each participating institution shall adopt, by a majority vote or higher if required by its organizational documents, a plan of merger, or consolidation on such terms as mutually agreed upon. The plan shall include:

(1) The names of the participating institutions and their locations.

(2) With respect to the resulting institution: the name and location of its principal office, branch offices, and facilities; the name, address, and occupation of each director who is to serve until the next annual meeting of the investors; the name and address of each officer.

(3) The amount of capital, the number and the par value of each class of equity interest, and provisions governing the manner and basis of converting the equity interests of the participating institutions into equity interests or other securities of the resulting institution and, if any equity interests of any of the participating institutions are not to be converted solely into equity interests or other securities of the resulting institution, provisions governing the amount of cash, property, rights, or securities of any other institution or corporation that is to be paid or delivered to the holders of the equity interests in exchange for or upon surrender of the equity interests. The cash, property, rights, or securities of any other institution or corporation may be in addition to or in lieu of the equity interests or securities of the resulting institution.

(4) The amendments required to be made to the resulting institution’s organizational documents.

(5) A statement that the agreement is subject to approval of the Commissioner and of the investors of each participating institution.

(6) Provisions, if applicable, governing the manner of disposing of equity interests of the resulting institution not taken by dissenting investors of the participating institutions.

(7) The anticipated effective date of such merger or consolidation.

(8) Such other provisions and details as may be necessary to perfect the merger or consolidation or as may be required by the Commissioner.

(c) Commissioner’s approval. The Commissioner shall approve the plan of merger or consolidation in accordance with subsection 17101(b) of this title.

(d) Vote of investors. The plan of merger or consolidation, as approved by the Commissioner, shall be submitted to the investors of the participating institutions for their approval at an annual meeting, or at a special meeting called for that purpose, in accordance with subsection 17101(c) of this title. Notice of the proposed transaction and of dissenters’ rights, if any, shall be given in accordance with applicable provisions of the charter and bylaws of the participating institutions and applicable provisions of Title 11 or 11A.

(e) Executed plan; certificate; effective date. The executed plan certificate and effective date shall be in accordance with subsection 17101(d) of this title.

(f) National financial institution as participant. If one of the parties to a merger or consolidation with a Vermont financial institution is an investor-owned national financial institution, the participants shall comply with all requirements imposed by federal law for such merger, share exchange, or consolidation in addition to the requirements contained in this title and shall provide evidence of such compliance to the Commissioner. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)