2011 ORS § 711.130¹
Approval of plan of merger or share exchange involving Oregon stock bank
  • contents of plan
  • fee

(1) For each Oregon stock bank that is a party to a merger or that proposes to have its stock acquired through a share exchange, the plan of merger or plan of share exchange shall be approved by a majority of the entire board of directors of each such Oregon stock bank. If an insured stock institution, other than an Oregon stock bank, is a party to a merger with an Oregon stock bank, the plan of merger shall be approved by such merging insured stock institutions board of directors to the extent required under the laws applicable to such insured stock institution.

(2) A plan of merger shall contain at least:

(a) The name of each party to the merger and the name of the resulting insured stock institution;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the shares of each merging insured stock institution into shares, obligations or other securities of the resulting insured stock institution or a holding company of the resulting insured stock institution or, in whole or part, into cash or other property;

(d) A statement of any changes in the articles of incorporation of the resulting insured stock institution to be put into effect by the plan of merger; and

(e) Any other provisions with respect to the proposed merger that the Director of the Department of Consumer and Business Services determines to be necessary.

(3) A plan of share exchange shall contain at least:

(a) The name of the Oregon stock bank whose shares will be acquired and the name of the acquiring company;

(b) The terms and conditions of the proposed share exchange;

(c) The manner and basis of the exchange of shares of the Oregon stock bank for shares, obligations or other securities of the acquiring company or of any other company or for cash or for other property in full or in part;

(d) A statement of any changes in the articles of incorporation of the acquired Oregon stock bank to be put into effect by the plan of share exchange; and

(e) Any other provision with respect to the proposed share exchange that the director determines to be necessary.

(4) After approval by the board of directors, the plan of merger or plan of share exchange shall be submitted to the director for approval, with a nonrefundable application fee of $3,000. Certified copies of the authorizing resolutions of each board of directors, if any such resolutions are required under applicable law, showing approval of the plan of merger or plan of share exchange in accordance with subsection (1) of this section shall also be submitted. For each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange, the certified copies of the board resolutions shall also show that the resolutions were approved by a majority of the entire board. [1997 c.631 §271]