32-2-827. Merger of mutual associations.
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/mt/title-32/chapter-2/part-8/32-2-827·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
32-2-827 . Merger of mutual associations.
(a)Any mutual association doing business in this state that has been in business for at least 5 years may, with the approval of the department if any merger party is a mutual association organized under the laws of this state, merge into one mutual association on terms and conditions lawfully agreed on by a majority of the board of directors of each mutual association proposing to merge. After the directors agree to a plan of merger and the department approves the plan of merger, the majority of the members of the merging mutual association must approve the proposed merger.
(b)Except as otherwise expressly provided in this chapter, a merger under this subsection
(1)is governed by Title 35, chapter 14, if the resulting mutual association is organized under the laws of this state.
(2)Upon merger:
(a)each mutual association merging party merges into the resulting mutual association and the separate existence of every merging party except the resulting mutual association ceases;
(b)title to all real, personal, and mixed property owned by each merging party is vested in the resulting mutual association without reversion or impairment and without the necessity of any instrument of transfer;
(c)the resulting mutual association has all of the liabilities, duties, and obligations of each merger party, including obligations as fiduciary, personal representative, administrator, trustee, or guardian; and
(d)the resulting mutual association has all of the rights, powers, and privileges of each merger party, including appointment to the office of personal representative, administrator, trustee, or guardian under any will or other instrument made prior to the merger and in which a merger party was nominated to the office by the maker of the will or other investment.
(3)Upon merger, the resulting mutual association shall designate and operate one of the prior main offices of the merging mutual associations as its main mutual association office and the resulting mutual association may maintain and continue to operate the main office of each of the other merging mutual associations as a branch.
(a)Upon merger, the resulting mutual association may:
(i)maintain the branches and other offices previously maintained by the merging mutual associations; and
(ii)establish, acquire, or operate additional branches of mutual associations at any location where any mutual association involved in the merger could have established, acquired, or operated a branch under applicable federal or state law if that mutual association had not been a party to the merger.
(b)A resulting mutual association organized under the laws of this state that intends to establish, acquire, or operate a branch under subsection (4)(a)(ii) must receive prior approval from the department as provided for in 32-2-828 , whether or not the branch is to be located within or outside this state.