Missouri Revised Statutes § 369.714 - Conversion, consolidation, merger

369.714. Conversion, consolidation, merger. — 1. Any association or federal association may be converted into a savings bank pursuant to the laws of the state of Missouri. Such savings bank shall be located in the city or town in which the converting association or federal association is located. Such association may, alone, or with one or more other associations or federal associations, be consolidated or merged with one or more savings banks under the charter of a savings bank, upon compliance with applicable federal laws and upon obtaining the approval of the director. 2. Upon a majority of the board of directors of a federal association certifying to the director that federal law relating to the conversion, consolidation or merger has been complied with, the majority of the board may complete the conversion, consolidation or merger on the part of the federal association. The rights, if any, of the dissenting shareholders or members of the federal association shall be determined pursuant to federal law. 3. In the case of conversion, the majority of the board of directors of the association or federal association shall proceed as is provided by law for other individuals in incorporating a savings bank pursuant to the laws of this state except that the articles of agreement: (1) May provide that instead of the capital stock having been paid up in money it is to be paid up in assets of the converting association or federal association, the net value of which is equal to at least the full amount of the capital of the proposed resulting savings bank; (2) Shall provide that the proposed resulting savings bank is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association although as to rights, powers and duties the proposed resulting institution is a savings bank incorporated pursuant to the laws of the state of Missouri; (3) Shall set out the names and addresses of all persons who are to be officers of the proposed savings bank; and (4) In case the converting association is a mutual association, may provide that the resulting savings bank is a mutual association and is owned by the account holders. 4. If the director, as the result of an examination and investigation made of the converting association or federal association by the director, the director's deputies or the director's examiners, 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 savings banks, the director shall grant the charter. If the director is not satisfied as to either or both matters, the director shall immediately give notice thereof to the majority of the board of directors of the converting association or federal association 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 savings bank. 5. Upon the approval of the particular conversion being granted the director shall execute and deliver to the majority of the board of directors of the converting association or federal association the director's certificate setting forth that the savings bank named in the certificate has been duly organized and is the institution resulting from the conversion of the association or federal association into the resulting savings bank, and that the resulting savings bank is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association. The certificate shall be recorded in the office of the recorder of deeds of the county or city in which the resulting savings bank is located and the recorded certificate, or certified copies of such certificate, shall be accepted in all courts of this state as evidence of the conversion of the association or federal association into the resulting savings bank and that the resulting savings bank is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association. 6. When the director of finance has given the director's certificate as provided in subsection 5 of this section: (1) The resulting savings bank and all its stockholders or members, directors, officers, and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as in the case of such an institution had it originally organized as a savings bank pursuant to the laws of this state; and (2) All the rights, franchises and interests of the converting association or federal association in and to every species of property, real, personal and mixed, and choses in action belonging to such association shall be deemed to be transferred to and vested in the resulting savings bank without any deed or other transfer. 7. In the case of consolidation or merger the same shall be consummated by each federal association complying with federal laws relating to such federal association and also by each association or federal association and each savings bank complying with the provisions of the laws of this state relating to the consolidation or merger of banks. The rights of dissenting shareholders of each federal association shall be determined pursuant to the laws of this state or the United States, as applicable, and the rights of the dissenting shareholders of each savings bank shall be determined as provided by the laws of this state in the case of consolidation or merger of banks. In the case of the consolidation or merger the resulting savings bank shall be and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each association or federal association and each savings bank which is a party to the consolidation or merger. The provisions of sections 362.610 to 362.810 shall apply in the case of any such consolidation or merger even though one or more of the parties is an association or federal association or a savings bank instead of a bank as though each party to the consolidation or merger was a bank incorporated pursuant to the laws of the state of Missouri. (L. 1997 H.B. 257 § 369.445)