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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