2011 ORS § 711.155¹
Approval of merger involving Oregon nonstock bank
- • contents of plan
- • fee
(1) For each Oregon nonstock bank that is a party to a merger, the plan of merger shall be approved by a majority of the entire board of directors of each such Oregon nonstock bank. If an insured nonstock institution, other than an Oregon nonstock bank, is a party to a merger with an Oregon nonstock bank, the plan of merger shall be approved by such insured nonstock institutions board of directors to the extent required under the laws applicable to such insured nonstock institution.
(2) The plan of merger shall contain:
(a) The name of each party to the merger and the name of the resulting insured nonstock institution;
(b) The terms and conditions of the proposed merger;
(c) The manner and basis of converting the obligations or securities of each merging insured nonstock institution into obligations or other securities of the resulting insured nonstock 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 nonstock 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) After approval by the board of directors, the plan of merger 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 in accordance with subsection (1) of this section shall also be submitted. For each Oregon nonstock bank that is a party to a merger, the certified copies of the board resolutions shall also show that the resolutions were approved by a majority of the entire board.
(4) After approval by each board of directors of the plan of merger, notice of the merger shall be delivered to the household of each depositor of each Oregon nonstock bank unless the Oregon nonstock bank is the resulting insured nonstock institution. Such notice shall include at least the name of the resulting insured nonstock institution and the location of its head office and may be included in any account statement regularly delivered to such depositors. [1997 c.631 §276]