Missouri Revised Statutes § 370.366 - Central credit union conversion, consolidation or merger with bank or trust company, when, requirements

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