Indiana Code
Chapter 2. Merger─state Banks and National Associations
28-3-2-3. Shareholders' Meeting; Completion of Conversion, Merger, or Consolidation

Sec. 3. The board of directors of the bank or trust company and the board of directors of the national banking association shall each give notice of the time, place, and object of the shareholders' meeting, to act upon the plan of conversion, merger, or consolidation, to each of their respective shareholders of record, which notice may be waived specifically by any shareholder. The meeting of the shareholders of a bank or trust company shall be called in accordance with the provisions of IC 28-13, and the meeting of the shareholders of a national banking association shall be called in accordance with the provisions of the laws of the United States. The plan of conversion, merger, or consolidation shall be adopted provided the shareholders of at least two-thirds (2/3) of each class of the capital stock of the bank or trust company and the shareholders of at least two-thirds (2/3) of each class of the capital stock of the national banking association vote affirmatively in favor of such plan. The conversion of a bank or trust company into a national banking association shall be considered as completed upon the issuance of a national bank charter or other evidence of conversion by the comptroller of the currency. The conversion of a national banking association into a state bank shall be considered completed upon the acceptance of articles of incorporation by the department of financial institutions and the issuance of a certificate of incorporation by the secretary of state of the state of Indiana. The merger and consolidation of a bank or trust company with a national banking association shall be considered completed upon filing with the department of financial institutions a certificate of merger or consolidation executed by the comptroller of the currency. The merger and consolidation of a national banking association with a bank or trust company shall be considered completed upon the approval, by the department of financial institutions, of articles of merger or consolidation and the execution of a certificate of merger or consolidation by the secretary of state of the state of Indiana.
Formerly: Acts 1953, c.69, s.3. As amended by P.L.263-1985, SEC.130; P.L.171-1996, SEC.40.

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