Section: 370.0366 Central credit union conversion, consolidation or merger with bank or trust company, when, requirements. RSMO 370.366


Published: 2015

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Missouri Revised Statutes













Chapter 370

Credit Unions

←370.365

Section 370.366.1

370.390→

August 28, 2015

Central credit union conversion, consolidation or merger with bank or trust company, when, requirements.

370.366. 1. Upon compliance with any applicable laws of the United

States and upon obtaining the approval of the directors of the division of

finance and the division of credit unions, any central credit union organized

pursuant to section 370.365 may be converted under the laws of this state into

a bank or trust company located in this state, or may be consolidated or

merged with one or more banks or trust companies or central credit unions

incorporated under the laws of the United States or any state under the

charter of a bank or trust company incorporated under the laws of this state;

provided, however, that the central credit union and its members must comply

with the procedure, notice and voting requirements of sections 370.351 to

370.357, and that the approval of the director of finance shall not be

required for transactions not involving a bank or trust company. The name of

the resulting or surviving bank or trust company in the case of conversion,

consolidation or merger may be the name of a party to the conversion,

consolidation or merger, provided that in no case shall the name contain the

word "national" or "federal" or be the same as or deceptively similar to the

name of any bank or trust company incorporated under the laws of this state

which is engaged in business at the time of the particular conversion,

consolidation or merger and is not a party thereto.



2. (1) In the case of conversion the majority of the board of directors

of the central credit union shall proceed as is provided by law for other

individuals incorporating a bank or trust company under the laws of this state

except that the articles of agreement:



(a) May provide that instead of the capital stock having actually been

paid up in money it is to be paid up in assets of the converting central

credit union, the net value of which is equal to at least the full amount of

the capital stock of the proposed resulting bank or trust company which

capital stock shall be no less than that required by law for a bank or trust

company, as the case may be, to be located in the state of Missouri;



(b) Shall provide that the proposed resulting bank or trust company is

and shall be considered the same business and corporate entity as, and a

continuation of the corporate entity and identity of, the converting central

credit union although as to rights, powers and duties the proposed resulting

institution is a bank or trust company incorporated under the laws of the

state of Missouri;



(c) Shall set out the names and addresses of all persons who are to be

officers of the proposed bank or trust company; and



(d) Shall set out the manner as provided in subdivision (1) of section

370.356 in which the ownership interest of the members shall be converted into

stock of the resulting bank or trust company which stock ownership by the

member or shareholder shall be lawful for this sole purpose; provided,

however, that the director of finance may reject any such application upon a

determination that the statutory treatment accorded the members of the

converting central credit union is not fair and reasonable.



(2) If the director of finance, as the result of an examination and

investigation made by the division of finance, is satisfied that such assets

are of such value and that the character, responsibility and general fitness

of the persons named in the articles of agreement are such as to command

confidence and warrant belief that the business of the proposed corporation

will be honestly and efficiently conducted in accordance with the purpose and

intent of the laws of this state relative to banks or trust companies, the

director of finance shall grant the charter. If the director of finance is

not satisfied, the director of finance shall forthwith give notice thereof to

the majority of the board of directors of the converting central credit union

who shall have the same right of appeal as is provided by the laws of this

state in the case of the proposed incorporators of a new bank or trust

company.



(3) Upon the approval of the particular conversion being granted, the

director of finance shall execute and deliver to the majority of the board of

directors of the converting central credit union a certificate declaring that

the bank or trust company therein named has been duly organized and is the

institution resulting from the conversion of the central credit union into the

resulting bank or trust company, and that the resulting bank or trust company

is and shall be considered the same business and corporate entity as, and a

continuation of the corporate entity and identity of, the converting central

credit union. The certificate shall be recorded in the office of the recorder

of deeds of the county or city in which the resulting bank or trust company is

located and the certificate so recorded, or certified copies thereof, shall be

taken in all the courts of this state as evidence of the conversion of the

central credit union into the resulting bank or trust company and that the

resulting bank or trust company is the same business and corporate entity as,

and a continuation of the corporate entity and identity of, the converting

central credit union.



(4) When the director of finance has given a certificate as aforesaid:



(a) The resulting bank or trust company and all its stockholders,

directors, officers, and employees shall have the same powers and privileges

and be subject to the same duties and liabilities in all respects as if such

an institution had originally been organized as a bank or trust company under

the laws of this state;



(b) All the rights, franchises, and interests of the converting central

credit union in and to every type of property, real, personal and mixed, and

choses in action thereto belonging shall be deemed to be transferred to and

vest in the resulting bank or trust company without any deed or other

transfer; and



(c) The resulting bank or trust company by virtue of the conversion and

without any order of any court or otherwise shall hold and enjoy the same and

all rights of property and interests including, but not limited to,

appointments, designations and nominations and all other rights and interests,

as trustee, personal representative, conservator, receiver, registrar,

assignee and every other fiduciary capacity in the same manner and to the same

extent as these rights and interests were held or enjoyed by the converting

central credit union at the time of its conversion into the resulting bank or

trust company; provided, however, that its corporate powers shall be limited

to those granted to a bank or trust company under the laws of this state.



3. In the case of consolidation or merger, the same shall be consummated

by each federally chartered central credit union complying with the laws of

the United States relating to the consent of its members, by each

state-chartered central credit union complying with sections 370.351 to

370.357 relating to the consent of its members, and also by each bank or trust

company complying with the provisions of the laws of this state relating to

consolidation or merger of banks or trust companies, except that where the

resulting institution is a bank rather than a trust company the number and

qualifications of directors and any requirement that directors shall or may be

divided into classes shall be determined as provided by law for banks. The

rights of dissenting shareholders of the bank or trust company shall be

determined as provided by the laws of this state in the case of consolidation

or merger of banks or trust companies. The rights of dissenting shareholders

of the central credit union shall be determined as provided by section

370.356. In the case of consolidation or merger the resulting bank or trust

company shall be considered the same business and corporate entity as, and a

continuation of the corporate entity and identity of, each central credit

union and each bank or trust company which is a party to the consolidation or

merger.



(L. 1996 H.B. 1237, A.L. 2008 S.B. 788)





1996



1996



370.366. 1. Upon compliance with any applicable laws of the United

States and upon obtaining the approval of the directors of the division of

finance and the division of credit unions within the department of economic

development, any central credit union organized pursuant to section 370.365

may be converted under the laws of this state into a bank or trust company

located in this state, or may be consolidated or merged with one or more

banks or trust companies or central credit unions incorporated under the

laws of the United States or any state under the charter of a bank or trust

company incorporated under the laws of this state; provided, however, that

the central credit union and its members must comply with the procedure,

notice and voting requirements of sections 370.351 to 370.357, and that the

approval of the director of finance shall not be required for transactions

not involving a bank or trust company. The name of the resulting or

surviving bank or trust company in the case of conversion, consolidation or

merger may be the name of a party to the conversion, consolidation or

merger, provided that in no case shall the name contain the word "national"

or "federal" or be the same as or deceptively similar to the name of any

bank or trust company incorporated under the laws of this state which is

engaged in business at the time of the particular conversion, consolidation

or merger and is not a party thereto.



2. (1) In the case of conversion the majority of the board of

directors of the central credit union shall proceed as is provided by law

for other individuals incorporating a bank or trust company under the laws

of this state except that the articles of agreement:



(a) May provide that instead of the capital stock having actually

been paid up in money it is to be paid up in assets of the converting

central credit union, the net value of which is equal to at least the full

amount of the capital stock of the proposed resulting bank or trust company

which capital stock shall be no less than that required by law for a bank

or trust company, as the case may be, to be located in the state of

Missouri;



(b) Shall provide that the proposed resulting bank or trust company

is and shall be considered the same business and corporate entity as, and a

continuation of the corporate entity and identity of, the converting

central credit union although as to rights, powers and duties the proposed

resulting institution is a bank or trust company incorporated under the

laws of the state of Missouri;



(c) Shall set out the names and addresses of all persons who are to

be officers of the proposed bank or trust company; and



(d) Shall set out the manner as provided in subdivision (1) of

section 370.356 in which the ownership interest of the members shall be

converted into stock of the resulting bank or trust company which stock

ownership by the member or shareholder shall be lawful for this sole

purpose; provided, however, that the director of finance may reject any

such application upon a determination that the statutory treatment accorded

the members of the converting central credit union is not fair and

reasonable.



(2) If the director of finance, as the result of an examination and

investigation made by the division of finance, is satisfied that such

assets are of such value and that the character, responsibility and general

fitness of the persons named in the articles of agreement are such as to

command confidence and warrant belief that the business of the proposed

corporation will be honestly and efficiently conducted in accordance with

the purpose and intent of the laws of this state relative to banks or trust

companies, the director of finance shall grant the charter. If the

director of finance is not satisfied, the director of finance shall

forthwith give notice thereof to the majority of the board of directors of

the converting central credit union who shall have the same right of appeal

as is provided by the laws of this state in the case of the proposed

incorporators of a new bank or trust company.



(3) Upon the approval of the particular conversion being granted, the

director of finance shall execute and deliver to the majority of the board

of directors of the converting central credit union a certificate declaring

that the bank or trust company therein named has been duly organized and is

the institution resulting from the conversion of the central credit union

into the resulting bank or trust company, and that the resulting bank or

trust company is and shall be considered the same business and corporate

entity as, and a continuation of the corporate entity and identity* of, the

converting central credit union. The certificate shall be recorded in the

office of the recorder of deeds of the county or city in which the

resulting bank or trust company is located and the certificate so recorded,

or certified copies thereof, shall be taken in all the courts of this state

as evidence of the conversion of the central credit union into the

resulting bank or trust company and that the resulting bank or trust

company is the same business and corporate entity as, and a continuation of

the corporate entity and identity of, the converting central credit union.



(4) When the director of finance has given a certificate as

aforesaid:



(a) The resulting bank or trust company and all its stockholders,

directors, officers, and employees shall have the same powers and

privileges and be subject to the same duties and liabilities in all

respects as if such an institution had originally been organized as a bank

or trust company under the laws of this state;



(b) All the rights, franchises, and interests of the converting

central credit union in and to every type of property, real, personal and

mixed, and choses in action thereto belonging shall be deemed to be

transferred to and vest in the resulting bank or trust company without any

deed or other transfer; and



(c) The resulting bank or trust company by virtue of the conversion

and without any order of any court or otherwise shall hold and enjoy the

same and all rights of property and interests including, but not limited

to, appointments, designations and nominations and all other rights and

interests, as trustee, personal representative, conservator, receiver,

registrar, assignee and every other fiduciary capacity in the same manner

and to the same extent as these rights and interests were held or enjoyed

by the converting central credit union at the time of its conversion into

the resulting bank or trust company; provided, however, that its corporate

powers shall be limited to those granted to a bank or trust company under

the laws of this state.



3. In the case of consolidation or merger, the same shall be

consummated by each federally chartered central credit union complying with

the laws of the United States relating to the consent of its members, by

each state chartered central credit union complying with sections 370.351

to 370.357 relating to the consent of its members, and also by each bank or

trust company complying with the provisions of the laws of this state

relating to consolidation or merger of banks or trust companies, except

that where the resulting institution is a bank rather than a trust company

the number and qualifications of directors and any requirement that

directors shall or may be divided into classes shall be determined as

provided by law for banks. The rights of dissenting shareholders of the

bank or trust company shall be determined as provided by the laws of this

state in the case of consolidation or merger of banks or trust companies.

The rights of dissenting shareholders of the central credit union shall be

determined as provided by section 370.356. In the case of consolidation or

merger the resulting bank or trust company shall be considered the same

business and corporate entity as, and a continuation of the corporate

entity and identity of, each central credit union and each bank or trust

company which is a party to the consolidation or merger.



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