524.1402 Requirements for a merger.
The requirements for a merger which must be satisfied by the parties to the merger are as follows:
1. The parties shall adopt a plan stating all of the following:
a. The names of the parties proposing to merge and the name of the bank into which they propose to merge, which is the “resulting bank”.
b. The terms and conditions of the proposed merger.
c. The manner and basis of converting the shares of each party into shares, obligations, or other securities of the resulting bank or of any other corporation, or, in whole or in part, into cash or other property.
d. The rights of the shareholders of each of the parties.
e. An agreement concerning the merger.
f. Such other provisions with respect to the proposed merger which are deemed necessary or desirable.
2. In the case of a state bank which is a party to the plan, if the proposed merger will result in a state bank subject to this chapter, adoption of the plan by such state bank requires the affirmative vote of at least a majority of the directors and approval by the shareholders, in the manner and according to the procedures prescribed in section 490.1104, at a meeting called in accordance with the terms of that section. In the case of a national bank, or if the proposed merger will result in a national bank, adoption of the plan by each party to the merger shall require the affirmative vote of at least such directors and shareholders whose affirmative vote on the plan is required under the laws of the United States. Subject to applicable requirements of the laws of the United States in a case in which a national bank is a party to a plan, any modification of a plan which has been adopted shall be made by any method provided in the plan, or in the absence of such provision, by the same vote as required for adoption.
3. If a proposed merger will result in a state bank, application for the required approval by the superintendent shall be made in the manner prescribed by the superintendent. There shall also be delivered to the superintendent, when available, the following:
a. Articles of merger.
b. Applicable fees payable to the secretary of state, as specified in section 490.122, for the filing and recording of the articles of merger.
c. If there is any modification of the plan at any time prior to the approval by the superintendent under section 524.1403, an amendment of the application and, if necessary, of the articles of merger, signed in the same manner as the originals, setting forth the modification of the plan, the method by which the modification was adopted and any related change in the provisions of the articles of merger.
d. Proof of publication of the notice required by subsection 4.
4. If a proposed merger will result in a state bank, within thirty days after the application for merger is accepted for processing, the parties to the plan shall publish a notice of the proposed transaction in a newspaper of general circulation published in the municipal corporation or unincorporated area in which each party to the plan has its principal place of business, or if there is none, in a newspaper of general circulation published in the county, or in a county adjoining the county, in which each party to the plan has its principal place of business. The notice shall be on forms prescribed by the superintendent and shall set forth the names of the parties to the plan and the resulting state bank, the location and post office address of the principal place of business of the resulting state bank and of each office to be maintained by the resulting state bank, and the purpose or purposes of the resulting state bank. Proof of publication of the notice shall be delivered to the superintendent within fourteen days.
5. Within thirty days after the date of the publication of the notice required under subsection 4, any interested person may submit to the superintendent written comments and data on the application. Comments challenging the legality of an application shall be submitted separately in writing. The superintendent may extend the thirty-day comment period if, in the superintendent’s judgment, extenuating circumstances exist.
6. Within thirty days after the date of the publication of the notice required under subsection 4, any interested person may submit to the superintendent a written request for a hearing on the application. The request shall state the nature of the issues or facts to be presented and the reasons why written submissions would be insufficient to make an adequate presentation to the superintendent. If the reasons are related to factual disputes, the disputes shall be described. Written requests for hearings shall be evaluated by the superintendent, who may grant or deny such requests in whole or in part. A hearing request shall generally be granted only if it is determined that written submissions would be inadequate or that a hearing would otherwise be beneficial to the decision-making process. A hearing may be limited to issues considered material by the superintendent.
7. If a request for a hearing is denied, the superintendent shall notify the applicant and all interested persons and shall state the reasons for the denial. Interested persons may submit to the superintendent, with simultaneous copies to the applicant, additional written comments or data on the application within fourteen days after the date of the notice of denial. The applicant shall be provided an additional seven days, after the fourteen-day deadline has expired, within which to respond to any comments submitted within the fourteen-day period. The superintendent may waive this seven-day period upon request by the applicant. A copy of any response submitted by the applicant shall also be mailed simultaneously by the applicant to the interested persons.
8. The articles of merger shall be signed by two duly authorized officers of each party to the plan and shall contain all of the following:
a. The names of the parties to the plan, and of the resulting state bank.
b. The location and the post office address of the principal place of business of each party to the plan, and of each additional office maintained by the parties to the plan, and the location and post office address of the principal place of business of the resulting state bank, and of each additional office to be maintained by the resulting state bank.
c. The votes by which the plan was adopted, and the date and place of each meeting in connection with such adoption.
d. The number of directors constituting the board of directors, and the names and addresses of the individuals who are to serve as directors until the next annual meeting of the shareholders or until their successors be elected and qualify.
e. Any amendment of the articles of incorporation of the resulting state bank.
f. The plan of merger.
9. If a proposed merger will result in a national bank, a state bank which is a party to the plan shall do all of the following:
a. Notify the superintendent of the proposed merger.
b. Provide such evidence of the adoption of the plan as the superintendent may request.
c. Notify the superintendent of any abandonment or disapproval of the plan.
d. File with the superintendent and with the secretary of state evidence of approval of the merger by the comptroller of the currency of the United States.
e. Notify the superintendent of the date upon which the merger is to become effective.
[C54, 58, 62, 66, §528B.4, 528B.5; C71, 73, 75, 77, 79, 81, §524.1402]
90 Acts, ch 1076, §1; 90 Acts, ch 1205, §45, 46; 95 Acts, ch 148, §109; 2002 Acts, ch 1154, §115, 125; 2004 Acts, ch 1141, §28; 2005 Acts, ch 19, §112
Referred to in §524.1403
Structure Iowa Code
Section 524.101 - Short title.
Section 524.102 - Statement of intent.
Section 524.103 - Definitions.
Section 524.104 - Rules of construction.
Section 524.105 - Effect on existing banks.
Section 524.106 - Renewal of the corporate existence of an existing state bank.
Section 524.107 - Persons authorized to engage in banking business — educational bank.
Section 524.108 - Applicability of safe deposit provisions.
Section 524.109 - Bankers’ bank authorized — authority to hold shares of bankers’ bank.
Section 524.201 - Superintendent of banking.
Section 524.202 - Superintendent — salary.
Section 524.203 - Superintendent — vacancy.
Section 524.204 - Deputy superintendent of banking.
Section 524.205 - State banking council.
Section 524.206 - Banking division created.
Section 524.207 - Expenses of the banking division — fees.
Section 524.208 - Examiners and other employees.
Section 524.210 - Insurance and surety bonds.
Section 524.211 - Prohibitions relating to banking division personnel.
Section 524.212 - Prohibition against disclosure of regulatory information.
Section 524.213 - Duties and powers of superintendent.
Section 524.214 - Subpoena — contempt.
Section 524.215 - Records of division of banking.
Section 524.215A - Preservation of division of banking records.
Section 524.216 - Annual report of superintendent.
Section 524.217 - Examinations.
Section 524.218 - Regulation and examination of services.
Section 524.220 - Reports to superintendent.
Section 524.221 - Preservation of bank records — statute of limitations.
Section 524.222 - Meetings of the board of directors called by superintendent.
Section 524.223 - Power of superintendent to issue orders.
Section 524.224 - Grounds for management of state bank by superintendent.
Section 524.225 - Procedures — judicial review.
Section 524.226 - Management of state bank by superintendent.
Section 524.227 - Enforcement of Iowa consumer credit code.
Section 524.228 - Interim cease and desist order — final order — suspension.
Section 524.229 - Emergency powers of superintendent.
Section 524.301 - Incorporators — organizers.
Section 524.302 - Articles of incorporation.
Section 524.302A - Articles of incorporation — limited liability company.
Section 524.303 - Application for approval.
Section 524.304 - Publication of notice.
Section 524.305 - Approval by superintendent.
Section 524.306 - Incorporation or organization of state bank.
Section 524.307 - Initial organization of state bank.
Section 524.308 - Issuance of authorization to do business.
Section 524.309 - Publication of authorization to do business.
Section 524.310 - Name of state bank.
Section 524.311 - Commission for organizing state banks.
Section 524.312 - Location of state bank — exceptions.
Section 524.314 - Renewal of corporate existence of existing state bank.
Section 524.315 - State banks as limited liability companies.
Section 524.316 - State banks as mutual corporations.
Section 524.401 - Minimum capital.
Section 524.404 - Capital notes and debentures.
Section 524.405 - Increase or decrease of capital structure.
Section 524.518 - Redemption of preferred shares.
Section 524.521 - Authorized shares.
Section 524.522 - Terms of class or series determined by board of directors.
Section 524.523 - Certificates representing shares.
Section 524.524 - Consideration for shares.
Section 524.525 - Subscription for shares before incorporation or organization.
Section 524.526 - Fractional shares.
Section 524.527 - Liability of shareholders or members.
Section 524.528 - Shareholders’ preemptive rights.
Section 524.529 - Preemptive rights for existing state banks.
Section 524.530 - State bank’s acquisition of its own shares.
Section 524.531 - Loaning on its own shares.
Section 524.532 - Meetings of shareholders.
Section 524.533 - Notice of shareholder meetings — waiver of notice generally.
Section 524.534 - Action without meeting.
Section 524.535 - Transfer books — fixing record date.
Section 524.536 - Voting list.
Section 524.537 - Quorum of shareholders.
Section 524.538 - Voting of shares.
Section 524.538A - Voting by member of mutual corporation.
Section 524.539 - Voting trust.
Section 524.540 - Voting agreements.
Section 524.541 - Lists — filing with superintendent.
Section 524.543 - Distribution of shares of state bank.
Section 524.544 - Change of control — certificate of approval — shares as security — reports.
Section 524.545 - Options for shares.
Section 524.601 - Board of directors.
Section 524.602 - Board of directors — election.
Section 524.604 - Duties and responsibilities.
Section 524.605 - Liability of directors in certain cases.
Section 524.606 - Removal of directors.
Section 524.607 - Meetings — waiver of notice — quorum.
Section 524.607A - Action without meeting.
Section 524.608 - Auditing procedures.
Section 524.609 - Executive and other committees.
Section 524.610 - Compensation of directors.
Section 524.611 - Oath of directors.
Section 524.612 - Director dealing with state bank.
Section 524.613 - Prohibitions applicable to certain financial transactions involving directors.
Section 524.614 - Honorary and advisory directors.
Section 524.701 - Officers and employees.
Section 524.702 - Officers — duties and liability.
Section 524.703 - Officers and employees — employment and compensation.
Section 524.704 - Employee — employment and compensation.
Section 524.705 - Bonds of officers and employees.
Section 524.706 - Officer dealing with state bank.
Section 524.707 - Removal of officers or employees.
Section 524.708 - Report of change in officer personnel.
Section 524.709 - Duty to make records available to superintendent.
Section 524.801 - General powers.
Section 524.802 - Additional powers of a state bank.
Section 524.803 - Business property of state bank.
Section 524.804 - Data processing services.
Section 524.806 - Deposit in the names of two or more individuals.
Section 524.807 - Payment of deposited funds.
Section 524.808 - Adverse claims to deposits.
Section 524.809 - Authority to lease safe deposit boxes.
Section 524.810 - Search procedure on death.
Section 524.810A - Safe deposit box access.
Section 524.811 - Adverse claims to property in safe deposit and safekeeping.
Section 524.812 - Remedies and proceedings for nonpayment of rent on safe deposit box.
Section 524.813 - Authority to receive property for safekeeping.
Section 524.814 - Loan or pledge of assets.
Section 524.815 - Deposits by a state bank.
Section 524.816 - Account insurance.
Section 524.818 - Indebtedness of state bank.
Section 524.819 - Clearing checks at par.
Section 524.820 - Money received for transmission.
Section 524.821 - Electronic transmission of funds — restrictions.
Section 524.825 - Securities activities.
Section 524.901 - Investments.
Section 524.902 - General lending powers of a state bank.
Section 524.903 - Purchase and sale of drafts and bills of exchange.
Section 524.904 - Loans and extensions of credit to one borrower.
Section 524.905 - Loans on real property.
Section 524.907 - Participations.
Section 524.908 - Leasing of personal property.
Section 524.909 - Loans and investments by officer.
Section 524.910 - Property acquired to satisfy debts previously contracted.
Section 524.911 - Letters of credit.
Section 524.912 - Customer shall be free to obtain own insurance and loan.
Section 524.913 - Consumer loans.
Section 524.1001 - Power to act as fiduciary.
Section 524.1002 - Actions required, permitted, or prohibited in a fiduciary capacity.
Section 524.1003 - Removal of fiduciary powers.
Section 524.1004 - Voluntary relinquishment of fiduciary capacity.
Section 524.1005 - Trust companies operating on January 1, 1970.
Section 524.1006 - Banks depositing securities in federally regulated corporation.
Section 524.1007 - Succession of fiduciary accounts to an affiliate.
Section 524.1008 - Succession of fiduciary accounts to an independent bank.
Section 524.1101 - Definitions.
Section 524.1102 - Loans and other transactions with affiliates.
Section 524.1103 - Exceptions.
Section 524.1104 - Applicability of general loan limitations.
Section 524.1105 - Examination of affiliates and reports.
Section 524.1106 - Fees paid to an affiliate — approval by superintendent.
Section 524.1201 - General provisions.
Section 524.1202 - Location of offices.
Section 524.1203 - Cancellation of approval of offices.
Section 524.1204 - Privileges extended to national banks.
Section 524.1206 - Identification of legally chartered name of bank — required use of name.
Section 524.1212 - Location of satellite terminals.
Section 524.1213 - United community bank offices.
Section 524.1301 - Dissolution by incorporators, organizers, or initial directors.
Section 524.1302 - Involuntary dissolution prior to commencement of business.
Section 524.1303 - Voluntary dissolution after commencement of business.
Section 524.1304 - Voluntary dissolution — approval.
Section 524.1304A - Articles of dissolution.
Section 524.1305 - Voluntary dissolution proceedings — winding up.
Section 524.1306 - Revocation of voluntary dissolution proceedings.
Section 524.1308A - Known claims against dissolved state bank.
Section 524.1308B - Unknown claims against dissolved state bank.
Section 524.1309 - Becoming subject to chapter 489 or 490.
Section 524.1311 - Involuntary dissolution after commencement of business — receivership procedure.
Section 524.1312 - Distribution of assets upon insolvency.
Section 524.1401 - Authority to merge.
Section 524.1402 - Requirements for a merger.
Section 524.1403 - Approval of merger by superintendent.
Section 524.1405 - Effect of merger.
Section 524.1406 - Appraisal rights of shareholders.
Section 524.1409 - Conversion of national bank or federal savings association into state bank.
Section 524.1410 - Application for approval by superintendent.
Section 524.1411 - Articles of conversion.
Section 524.1412 - Publication of notice.
Section 524.1413 - Approval of conversion by superintendent.
Section 524.1414 - Receipt by secretary of state — county recorder.
Section 524.1415 - Effect of filing of articles of conversion with secretary of state.
Section 524.1419 - Offices of a resulting state bank.
Section 524.1420 - Nonconforming assets of resulting state bank.
Section 524.1421 - Mutual to stock conversions.
Section 524.1422 - Notice of mutual to stock conversion.
Section 524.1501 - Authority to amend.
Section 524.1502 - Procedure to amend.
Section 524.1503 - Voting on amendments by voting groups.
Section 524.1504 - Articles of amendment.
Section 524.1505 - Approval of articles of amendment.
Section 524.1506 - Certificate of amendment.
Section 524.1507 - Change of location of principal place of business.
Section 524.1508 - Restated articles of incorporation.
Section 524.1509 - Reverse stock split.
Section 524.1510 - Effect of amendment.
Section 524.1602 - Penalties applicable to state bank.
Section 524.1603 - Engaging in business unlawfully.
Section 524.1604 - Failure to file report or make statement.
Section 524.1605 - False statements, reports, and felonious acts.
Section 524.1606 - Fraudulent advertising or notice.
Section 524.1607 - False statement for credit.
Section 524.1608 - Penalty for accepting deposits while insolvent.
Section 524.1609 - False statements concerning state banks.
Section 524.1611 - Offenses involving employees of banking division.
Section 524.1801 - Definitions.
Section 524.1802 - Limitation.
Section 524.1803 - Offer to purchase stock.
Section 524.1804 - Notice of acquisition.
Section 524.1805 - Restrictions on acquisitions and mergers.
Section 524.1806 - Banks owned or controlled — officers and directors.
Section 524.1808 - Insurance sales.