12 U.S.C. § 215 : US Code - Section 215: Consolidation of banks within same State

Search 12 U.S.C. § 215 : US Code - Section 215: Consolidation of banks within same State

(a) In general
Any national bank or any bank incorporated under the laws of any
State may, with the approval of the Comptroller, be consolidated
with one or more national banking associations located in the same
State under the charter of a national banking association on such
terms and conditions as may be lawfully agreed upon by a majority
of the board of directors of each association or bank proposing to
consolidate, and be ratified and confirmed by the affirmative vote
of the shareholders of each such association or bank owning at
least two-thirds of its capital stock outstanding, or by a greater
proportion of such capital stock in the case of such State bank if
the laws of the State where it is organized so require, at a
meeting to be held on the call of the directors after publishing
notice of the time, place, and object of the meeting for four
consecutive weeks in a newspaper of general circulation published
in the place where the association or bank is located, or, if there
is no such newspaper, then in the paper of general circulation
published nearest thereto, and after sending such notice to each
shareholder of record by certified or registered mail at least ten
days prior to the meeting, except to those shareholders who
specifically waive notice, but any additional notice shall be given
to the shareholders of such State bank which may be required by the
laws of the State where it is organized. Publication of notice may
be waived, in cases where the Comptroller determines that an
emergency exists justifying such waiver, by unanimous action of the
shareholders of the association or State bank.
(b) Liability of consolidated association; capital stock;
dissenting shareholders
The consolidated association shall be liable for all liabilities
of the respective consolidating banks or associations. The capital
stock of such consolidated association shall not be less than that
required under existing law for the organization of a national bank
in the place in which it is located: Provided, That if such
consolidation shall be voted for at such meetings by the necessary
majorities of the shareholders of each association and State bank
proposing to consolidate, and thereafter the consolidation shall be
approved by the Comptroller, any shareholder of any of the
associations or State banks so consolidated who has voted against
such consolidation at the meeting of the association or bank of
which he is a stockholder, or who has given notice in writing at or
prior to such meeting to the presiding officer that he dissents
from the plan of consolidation, shall be entitled to receive the
value of the shares so held by him when such consolidation is
approved by the Comptroller upon written request made to the
consolidated association at any time before thirty days after the
date of consummation of the consolidation, accompanied by the
surrender of his stock certificates.
(c) Valuation of shares
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the consolidation, by an
appraisal made by a committee of three persons, composed of (1) one
selected by the vote of the holders of the majority of the stock,
the owners of which are entitled to payment in cash; (2) one
selected by the directors of the consolidated banking association;
and (3) one selected by the two so selected. The valuation agreed
upon by any two of the three appraisers shall govern. If the value
so fixed shall not be satisfactory to any dissenting shareholder
who has requested payment, that shareholder may, within five days
after being notified of the appraised value of his shares, appeal
to the Comptroller, who shall cause a reappraisal to be made which
shall be final and binding as to the value of the shares of the
appellant.
(d) Appraisal by Comptroller; expenses of consolidated association;
sale and resale of shares; State appraisal and consolidation law
If, within ninety days from the date of consummation of the
consolidation, for any reason one or more of the appraisers is not
selected as herein provided, or the appraisers fail to determine
the value of such shares, the Comptroller shall upon written
request of any interested party cause an appraisal to be made which
shall be final and binding on all parties. The expenses of the
Comptroller in making the reappraisal or the appraisal, as the case
may be, shall be paid by the consolidated banking association. The
value of the shares ascertained shall be promptly paid to the
dissenting shareholders by the consolidated banking association.
Within thirty days after payment has been made to all dissenting
shareholders as provided for in this section the shares of stock of
the consolidated banking association which would have been
delivered to such dissenting shareholders had they not requested
payment shall be sold by the consolidated banking association at an
advertised public auction, unless some other method of sale is
approved by the Comptroller, and the consolidated banking
association shall have the right to purchase any of such shares at
such public auction, if it is the highest bidder therefor, for the
purpose of reselling such shares within thirty days thereafter to
such person or persons and at such price not less than par as its
board of directors by resolution may determine. If the shares are
sold at public auction at a price greater than the amount paid to
the dissenting shareholders the excess in such sale price shall be
paid to such shareholders. The appraisal of such shares of stock in
any State bank shall be determined in the manner prescribed by the
law of the State in such cases, rather than as provided in this
section, if such provision is made in the State law; and no such
consolidation shall be in contravention of the law of the State
under which such bank is incorporated.
(e) Status of consolidated association; property rights and
interests vested and held as fiduciary
The corporate existence of each of the consolidating banks or
banking associations participating in such consolidation shall be
merged into and continued in the consolidated national banking
association and such consolidated national banking association
shall be deemed to be the same corporation as each bank or banking
association participating in the consolidation. All rights,
franchises, and interests of the individual consolidating banks or
banking associations in and to every type of property (real,
personal, and mixed) and choses in action shall be transferred to
and vested in the consolidated national banking association by
virtue of such consolidation without any deed or other transfer.
The consolidated national banking association, upon the
consolidation and without any order or other action on the part of
any court or otherwise, shall hold and enjoy all rights of
property, franchises, and interests, including appointments,
designations, and nominations, and all other rights and interests
as trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee, receiver, and committee of estates
of lunatics, and in every other fiduciary capacity, in the same
manner and to the same extent as such rights, franchises, and
interests were held or enjoyed by any one of the consolidating
banks or banking associations at the time of consolidation, subject
to the conditions hereinafter provided.
(f) Removal as fiduciary; discrimination
Where any consolidating bank or banking association, at the time
of the consolidation, was acting under appointment of any court as
trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee, receiver, or committee of estates of
lunatics, or in any other fiduciary capacity, the consolidated
national banking association shall be subject to removal by a court
of competent jurisdiction in the same manner and to the same extent
as was such consolidating bank or banking association prior to the
consolidation. Nothing contained in this section shall be
considered to impair in any manner the right of any court to remove
the consolidated national banking association and to appoint in
lieu thereof a substitute trustee, executor, or other fiduciary,
except that such right shall not be exercised in such a manner as
to discriminate against national banking associations, nor shall
any consolidated national banking association be removed solely
because of the fact that it is a national banking association.
(g) Issuance of stock by consolidated association; preemptive
rights
Stock of the consolidated national banking association may be
issued as provided by the terms of the consolidation agreement,
free from any preemptive rights of the shareholders of the
respective consolidating banks.