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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 170 CO-OPERATIVE BANKS
  • Section 26F Merger or consolidation of credit unions and corporations into single cooperative bank

Section 26F. Any one or more of such corporations and any one or more credit unions, as defined in section one of chapter one hundred and seventy-one, may merge or consolidate into a single cooperative bank upon such terms as shall have been approved by a vote of at least two-thirds of the board of directors of each corporation and the board of directors of each credit union, and shall have been approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by the shareholders of each corporation and the shareholders of each credit union in the manner prescribed herein. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provisions of section three B of chapter seven, a copy of the terms of any agreement reached by the respective boards of directors, and certified copies of the votes of such boards. If the commissioner, after such notice and hearing as he may require, is satisfied that a merger or consolidation can be effected on terms approved by him and he finds that such merger or consolidation is in the interests of the depositors and shareholders of the institutions concerned, such merger or consolidation may be approved by him subject to his direction. In making such determinations, the commissioner shall also determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purposes of this section, the term “net new benefits” shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the bank’s delineated community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

Before becoming effective, any merger or consolidation authorized by this section, hereinafter sometimes referred to as a “consolidation”, shall have been approved by a vote of at least two-thirds of the shareholders of each corporation present, qualified to vote, and voting at a meeting specially called to consider the subject and by vote of at least a majority of the shareholders of each credit union present, qualified to vote and voting at a meeting specially called for that purpose. Notice for such meetings shall be given in accordance with the relevant provisions of section seven of this chapter and section eleven of chapter one hundred and seventy-one. A certificate under the hands of the presidents and clerks, or other duly authorized officers of all merging or consolidating corporations and credit unions setting forth that each institution, respectively, has complied with the requirements of this section, shall be submitted to the commissioner who, if he shall approve such merger or consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and (iii), any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the pains and penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the corporators, shareholders, or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon the merger or consolidation of any such institutions, the provisions of subparagraphs 1 to 6, inclusive, of section twenty-six A shall apply.

The offices and depots of any credit union merged or consolidated under this section may be maintained as branch offices or depots of the corporation with the written permission of, and under such conditions, if any, as approved by the commissioner.