§ 3-703. Agreement of consolidation, merger, or transfer

   (a) Agreement required. -- An agreement of consolidation, merger, or transfer of assets shall be approved by the affirmative vote of a majority of the full authorized membership of the board of directors of each constituent commercial bank.

(b) Contents. -- The agreement shall include:

   (1) The name of each constituent bank and the address of its principal banking office;

   (2) The terms of the proposed transaction;

   (3) A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each constituent bank;

   (4) Provisions for disposing of any stock of the successor that is not taken by objecting stockholders of the constituent banks;

   (5) As to the successor:

      (i) The address of the proposed principal banking office;

      (ii) The authorized capital stock, including the number of shares and the par value of each share of stock;

      (iii) Whether it will issue preferred stock in the proposed transaction and, if so, the amount, terms, and preferences; and

      (iv) Any amendments to its charter and bylaws; and

   (6) Any other provisions that the Commissioner requires to carry out the Commissioner's duties with respect to the proposed transaction.

(c) Filing with Commissioner. -- After the board of directors of each constituent bank has approved the agreement, the following shall be filed with the Commissioner for approval:

   (1) The agreement;

   (2) The name and address of each office of the constituent banks and of the successor;

   (3) The name and residence address of each individual who will be a director when the proposed transaction becomes effective;

   (4) The name and residence address of each individual who will be an officer when the proposed transaction becomes effective;

   (5) A certified copy of the approving resolution of each board of directors, showing the required approval by the board; and

   (6) Evidence of proper action by the board of directors of any constituent national banking association.

(d) Submitting false information to Commissioner. --

   (1) Except as otherwise provided by law, any person who knowingly submits false information to the Commissioner while complying with subsection (c) of this section is guilty of a misdemeanor.

   (2) A person who violates this section is subject to a fine of not more than $ 1,000, or imprisonment for not more than 5 years, or both.

HISTORY: An. Code 1957, art. 11, § 109, 111, 112; 1980, ch. 33, § 2; ch. 807, § 1; 1985, 2nd Sp. Sess., ch. 3; 1996, ch. 326, § 2.