32-3-322. Merger.
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32-3-322 . Merger.
(1)Any credit union may, with the approval of the department of administration, merge with another credit union under the existing charter of the other credit union, pursuant to any plan agreed upon by the majority of the board of directors of each credit union joining in the merger and approved by the affirmative vote of a majority of the voting members of the merging credit union.
(2)After agreement by each board of directors and approval by the members of the merging credit union, the president and secretary of the credit union shall execute a certificate of merger, which must set forth all of the following:
(a)the time and place of the meeting of each board of directors at which the plan was agreed upon;
(b)the vote in favor of the adoption of the plan;
(c)a copy of the resolution or other action by which the plan was agreed upon;
(d)the time and place of the meeting of the members at which the plan agreed upon was approved; and
(e)the vote by which the plan was approved by the members.
(3)The certificate and a copy of the agreed-upon plan of merger must be forwarded to the department, certified by the department, and returned to both credit unions within 30 days. A copy of the certificate of merger, the certified plan, and the articles of merger must be filed with the secretary of state by the surviving credit union.
(4)Upon return of the certificate from the department, all property rights and members' interest of the merged credit union vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union are considered to have been assumed by the surviving credit union under whose charter the merger was effected. The rights and privileges of the members of the merged credit union remain intact.
(5)This section must be construed, whenever possible, to permit a credit union chartered under any other law to merge with one chartered under this chapter or to permit one chartered under this chapter to merge with one chartered under any other law.